All quotations, products and services provided by Medtec LLC, an Iowa limited company, Anholt Technologies, Inc., a Delaware corporation and/or their affiliates (collectively, “CQ Medical”) to any customer, distributor, original equipment manufacturer, end-user or other purchaser (“Buyer”) are furnished only on the terms and conditions herein (“Terms”). By ordering and/or accepting delivery of products and/or services (“Products”) from CQ Medical, Buyer accepts these Terms and agrees that, unless modified by separate negotiated agreement as provided below, these Terms, together with the item, quantity, price, and similar terms as confirmed in CQ Medical’s written quotation, order acknowledgement and/or invoice, constitute the parties’ entire agreement, superseding all other communications and documentation. CQ Medical expressly rejects any different or additional terms, preprinted or otherwise, contained or referenced in any purchase order or other documentation furnished by Buyer, whether before or after delivery of Products, even if receipt is acknowledged by signature or otherwise. No modification of these Terms shall be effective unless set out in a separate negotiated agreement signed by an authorized officer of CQ Medical.
CQ Medical reserves the right to change or modify these Terms at any time and in its sole discretion; provided, however, that the then current Terms shall be applicable to an order at the time it is accepted by CQ Medical. Submission of an order by Buyer shall be conclusive evidence of acceptance of these Terms. It is Buyer’s sole responsibility to review the Terms from time to time to view such changes and to ensure that Buyer understands the terms and conditions that apply when Buyer purchases Products.
QUOTATIONS & PRICES: All prices are in US Dollars and, unless otherwise specified by CQ Medical in a separate written agreement or quotation, are subject to change without notice. Quotations are valid only for the period stated therein and may be withdrawn at any time prior to acceptance. Quotations to non-U.S. Buyers are solicitations for offers to purchase. Clerical or typographical errors are subject to correction. Quoted prices and delivery dates are valid only for the quantities, terms and payment schedule specified. Prices do not include any applicable federal, state, local, or foreign sales, use, excise, value added, goods and services, property, customs, documentary, import/export, or similar taxes, tariffs, fees, duties, or charges pertaining to the Products which, if paid by CQ Medical, will be invoiced and paid by Buyer in addition to the Product price unless Buyer provides an exemption certificate acceptable to the applicable taxing authorities. Buyer acknowledges its responsibility for reporting the dollar value of any discounts or price reductions in any costs claimed or charges made to Medicare, Medicaid, and any other U.S. or foreign federal, state, or local program providing reimbursement to Buyer.
ORDERS & ACCEPTANCE: Orders must be presented in writing or via electronic means acceptable to CQ Medical and will be binding on CQ Medical only when accepted by CQ Medical’s written or electronic acknowledgment. CQ Medical reserves the right, at its option and without liability, to reject or refuse any order in whole or in part or to specify an alternate delivery schedule if orders from all sources exceed its inventory or ability to deliver in its normal course of business. CQ Medical may allocate available inventory and production in its sole discretion. Where orders are placed, acknowledged, and/or invoiced by electronic transmission, the data transmitted will be deemed “in writing” and “signed;” and any printout of electronic transmissions maintained in the ordinary course will be considered an “original” and admissible as between the parties to the same extent as other business records maintained in documentary form. CQ Medical shall be entitled to assume that all persons placing orders on behalf of Buyer are authorized to do so and to accept these Terms.
CHANGE & CANCELLATION: Any changes requested by Buyer to an existing order must be submitted in writing and are not binding unless a change order is agreed to in writing and accepted by authorized representatives of each party. Costs and/or delays resulting from such changes will be solely determined by CQ Medical and binding on Buyer. Provided that CQ Medical receives adequate written notice, Buyer may cancel or suspend performance of any order for CQ Medical-standard Products for convenience, subject to payment of CQ Medical associated costs, which may include, without limitation, special tooling, and work-in-progress expenses. CQ Medical, with reasonable cause, may cancel or suspend performance of any order if Buyer fails to meet any of its obligations herein.
SHIPMENT & INSPECTION: CQ Medical will endeavor to deliver accepted orders promptly; it is understood, however, that projected delivery dates represent current estimates only and CQ Medical will have no liability for failure to perform within such dates. Due to limited storage space at our facility, CQ Medical reserves the right to impose a warehousing fee of $100 per pallet per day for any shipments not picked up within three (3) days of customer notification of completion. All shipments are Ex Works (Incoterms 2010) CQ Medical’s facility. Title will pass upon issuance of the carrier’s bill of lading (subject to CQ Medical’s rights as an unpaid creditor). Buyer bears all risk and expense for delivery of goods, including without limitation shipping, loading, unloading, storage, freight, and insurance. Any shipping contracts made by CQ Medical are for Buyer’s account and, if paid for by CQ Medical, will be invoiced to Buyer in addition to the Product price. Products will be packaged for shipment in accordance with CQ Medical’s standard commercial practices, but CQ Medical will not be responsible for loss or damage in transit. Buyer must inspect all items upon arrival and provide written notice to CQ Medical, within 5 business days, of any claim for shortage or other nonconformance. If Buyer fails to give timely notice, all Products will be deemed to conform to the order and, unless installation is required as provided below, will be deemed accepted. Use or resale of Products in any manner after delivery will also constitute acceptance, regardless of whether installation has occurred. Claims for loss or damage in transit should be made by Buyer directly to the delivering carrier and will not affect Buyer’s payment obligations to CQ Medical. Buyer’s acceptance of items tendered as provided herein shall be final and irrevocable; any claims by Buyer thereafter must be in accordance with CQ Medical’s Warranty, as set out below.
INSTALLATION: Where installation and acceptance are specified in CQ Medical’s quotation or acknowledgment, CQ Medical will coordinate with Buyer regarding delivery and installation schedule and requirements. Buyer is responsible for providing a safe and suitable site with all required equipment and service ready to receive the Products not later than the scheduled delivery date. Unless otherwise specified in CQ Medical’s quotation or acknowledgement, (i) Buyer will be responsible for transporting the Products to the installation location, (ii) installation will be performed under the supervision of CQ Medical’s installation technician, and (iii) Buyer will have a representative present at all times during the installation and capable of assisting as necessary. Buyer is responsible for taking all necessary precautions to prevent injury to CQ Medical’s employees, agents, or contractors at Buyer’s premises. Upon completion of installation, the technician will demonstrate that the Product performs according to published specifications. Upon completion of such demonstration, the Product shall be deemed accepted and Buyer shall execute CQ Medical’s acceptance letter evidencing such acceptance. Buyer shall reimburse CQ Medical at its standard rates for any extra time, travel, or expense resulting from inadequacy of rescheduling arrangements or other delay or prolongation of installation caused by Buyer or its representatives.
PAYMENT TERMS: For customers without approved credit terms, all orders require payment prior to shipment by COD, letter of credit, or other payment method approved by CQ Medical. Credit terms, if any, require CQ Medical’s written approval and are measured from date of invoice. Deposits or stage payments, if any, are non- refundable; no discount for early payment is authorized without CQ Medical’s prior written consent. Visa, MasterCard, Discover and American Express are accepted. A 2% transaction fee will be charged for credit card payments at the time of order placement or as requested on open invoices. Payment terms will not be affected by any delay in delivery, installation or acceptance. Partial shipments are billed as made and payable as set out above. Notwithstanding credit approval, CQ Medical reserves the right to modify payment terms or require advance payment, letter of credit, or COD when, in the opinion of CQ Medical, Buyer’s financial condition or previous payment record so warrants. If Buyer is delinquent in any payment due, CQ Medical in its discretion may exercise any and all remedies permitted by law, including set off, and may suspend production and/or institute credit hold procedures on all open orders. Future orders will not be confirmed until Buyer’s account is brought current. CQ Medical reserves the right to assess a late payment charge equal to 1.5% per month (or the maximum allowed by applicable law) on all past due balances, and if referred to an agent or attorney for collection, all costs and expenses of collection (including, without limitation, reasonable attorneys’ fees) will be charged to Buyer’s account, up to the maximum allowed by law. If any check tendered by Buyer in payment is dishonored upon presentment for payment, then CQ Medical, in addition to all other rights and remedies contained herein, may assess a dishonor charge of One Hundred Dollars ($100.00).
SPECIFICATIONS AND VALIDATION: All Products, when delivered by CQ Medical, will conform to published Product specifications; however, Buyer is responsible for validation of each specific Product application and any use of Products in conjunction with, physically installed on, or as a component of any services, components, accessories, attachments, interfaces, or consumables not supplied or specified by CQ Medical for such purpose, including all necessary testing and qualification, and will put in place all necessary protections to ensure that any failure or defect relating to Products will not result in any other or further liability, damage, or safety issues. Any description, sample, or model is for identification or illustrative purposes only and should not be construed as a warranty that the Products will conform to the description, sample, or model. CQ Medical’s responsibility shall in all events be limited to repair or replacement of the failed or defective Product and excludes any further liability for or arising out of any non-CQ Medical products in which or with which CQ Medical’s Products may be installed, combined, or used. CQ Medical reserves the right to discontinue or change the design or specifications of its Products at any time and will use commercially reasonable efforts to notify Buyer of any discontinuation or any material change in specifications affecting form, fit or function.
RETURN POLICY: Products may be returned for refund or credit only with advance written approval and a Return Material Authorization (RMA) number from CQ Medical and are subject to the Warranty set forth below. The RMA number is valid for 30 days from issuance and must appear on all shipping documents and related correspondence. Products returned without an RMA number may be returned to Buyer freight collect. Returned Products must have been purchased within 30 days prior to the date of return and must be unused, in the same condition as when they were shipped by CQ Medical, and in their original, unopened packaging. No Product may be returned if such Product has expired according to Product labels, if the seal or package integrity has been compromised. Products must be returned freight prepaid and properly boxed to prevent damage in transit. CQ Medical WILL NOT ACCEPT C.O.D. PARCELS. CQ Medical will inspect returned Products and issue any applicable credits based on the terms of this policy. For stock items returned, a restocking fee of up to twenty percent (20%) of the invoice price may be charged. Refunds and credits exclude shipping, handling, and restocking charges. Special order or custom Products may be returned only if agreed by CQ Medical in writing and subject to payment of CQ Medical’s reasonable costs associated with such Products and their return. Please allow 3-4 weeks to process any refund or credit. After 30 days, all sales are final.
LIMITED WARRANTY: CQ Medical Products are warranted in accordance with the applicable limited warranty set out below (“Warranty”). The Warranty is effective only upon payment in full for the Product(s) to be warranted, extends only to the original Buyer, may not be transferred to third parties by operation of law or otherwise. The Warranty may be altered or terminated by CQ Medical in whole or in part for future sales at any time, without prior notice and is subject to the Exclusions below. No employee, agent, dealer, reseller, or other person is authorized to modify, vary, or extend the Warranty or to assume for CQ Medical any other liability in connection with its Products.
CQ Medical Products: CQ Medical warrants each Product manufactured by CQ Medical against material defects in materials and workmanship under normal use for a period of 12 months from date of invoice, unless otherwise noted in sales documentation agreed by CQ Medical and/or stated on the Product labeling and/or instructions on the date of sale. The warranty does not include filters or maintenance items unless it can be determined that failure is due to material defects in material or workmanship.
Third party Products. Items not manufactured by CQ Medical are warranted only by the original manufacturer and only if and to the extent set forth in the original manufacturer’s warranty. CQ Medical will not be liable for any damage or loss of any nature with respect to third party products or failure of any such supplier to perform under its warranty.
Limited Remedy: Any breach of the foregoing warranties must be reported prior to expiration of the applicable warranty period, and Buyer’s exclusive remedy and CQ Medical’s entire liability for such breach will be repair or replacement, at CQ Medical’s option, of the non-conforming Product or part or, if neither is in CQ Medical’s opinion commercially feasible, refund of an amortized portion of the purchase price paid for the Product. Such obligation will be subject to CQ Medical being granted the reasonable opportunity to inspect, at CQ Medical’s expense, the non-conforming Product at the location of its use or storage or, at CQ Medical’s request, return of the Product to CQ Medical. On-site repairs for installed equipment will be performed Monday-Friday, between the hours of 9:00 am to 5:00 pm local time, excluding holidays. Replacement of Products may be made by substitution of similar or upgraded Products having the same or similar functionality. Service required beyond the normal scope of warranty (see Exclusions below) or after expiration of the applicable warranty period will be billable repairs, and CQ Medical will charge its then-current rates and prices for parts, labor and transportation. For eligible equipment, the Warranty may be extended and upgraded by purchase of a prepaid service contract at the time of Product purchase.
Exclusions: CQ Medical’s Warranty does not cover normal wear and tear (scratches, fading, etc.) or any defects or problems caused by the acts or omissions of Buyer or third parties or other events beyond CQ Medical’s reasonable control. Without limiting the foregoing, any warranty claim, support claim, or liability is excluded for any problem, failure, malfunction, defect, claim, damage, liability, or safety issue arising out of (1) inadequate or faulty installation (unless performed by CQ Medical); (2) alteration, disassembly, modification, repair, or maintenance by persons other than CQ Medical or its authorized personnel; (3) accident, abuse, damage, or neglect, including without limitation improper or inadequate handling, storage, care or maintenance; (4) improper use, misuse, misapplication, or other failure to follow CQ Medical’s Product instructions and safety precautions, including without limitation any use outside of normal or specified operating conditions or outside of a Product’s intended installation or operating environment or setting or in a manner not authorized in the Product documentation; (5) operation or use of Products in combination or conjunction with, physically installed on, or incorporated in or as a component of non-CQ Medical services, components, accessories, attachments, consumables, or other items not furnished by CQ Medical or specified for such purpose in CQ Medical’s Product documentation; and/or (6) acts of God, flood, fire, explosion, failure or surge of electrical power, computer viruses, and other causes external to the Products. Modification, disassembly, rewiring, re-engineering, recalibration, and/or reverse engineering of Products (unless specifically authorized by CQ Medical in writing) is prohibited and will void all warranties.
TO THE FULL EXTENT ALLOWED BY LAW, THE FOREGOING WARRANTIES AND REMEDIES ARE EXCLUSIVE AND EXPRESSLY IN LIEU OF ALL OTHER REPRESENTATIONS, WARRANTIES, TERMS, OR CONDITIONS, WRITTEN OR ORAL, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE HEREBY EXPRESSLY DISCLAIMED. When, under applicable law, implied warranties are not allowed to be excluded in their entirety, such warranties will be limited to the duration of the applicable warranty period.
USE RESTRICTIONS & REQUIREMENTS:Buyer is responsible for compliance with all applicable laws, regulations, codes, recommendations, and requirements of government authorities and for obtaining all licenses and permits pertaining to the purchase, installation, operation, and/or use of the Products or their subsequent sale, shipment, or disposition, including any use or sale with or as a component of non-CQ Medical Products, it being understood that CQ Medical makes no warranty of any kind regarding compliance with such requirements. Buyer may not (1) modify, alter, disassemble, or make changes to any Products, documentation, or other items provided by CQ Medical, including but not limited to Product packaging, labels, and instructions, or permit any other person to do so, without CQ Medical’s prior written consent; or (2) import, export, sell, transfer, service, store, handle, distribute, or use the same in any manner prohibited by applicable law, including applicable export control laws, restrictions and regulations, or contrary to any written warning or instruction given by CQ Medical herein, in the Product documentation, on CQ Medical’s website, or otherwise. Buyer is responsible for calibration of all radiation producing equipment by a qualified radiological physicist prior to use of any CQ Medical Product for patient treatment, for testing and calibrating equipment on a regular basis, and for any radiation surveys required by applicable law or necessary to establish that radiation does not exceed safe levels. BUYER RETAINS FULL RESPONSIBILITY FOR THE ACCURATE CALIBRATION AND SAFE TRANSMISSION OF RADIATION TO ANY THIRD PARTY, WITH OR WITHOUT CQ MEDICAL'S PRODUCT IN PLACE.
CONFIDENTIAL AND/OR PROPRIETARY INFORMATION: Buyer acknowledges that CQ Medical’s Products are based upon and embody various confidential and/or proprietary technology, processes, methods, information, and trade secrets of CQ Medical and its suppliers and licensors. CQ Medical and its suppliers or licensors (as applicable) shall exclusively own all inventions, technology, know-how, trade secrets, and other proprietary information of any kind used or embodied in the Products, documentation, drawings, designs, specifications, and other items furnished by CQ Medical, all intellectual property rights with respect thereto and all reproductions or derivatives thereof in any form (“Proprietary Information”). Buyer shall neither acquire nor claim any right, title, or interest in, and shall exercise reasonable care to maintain the confidentiality of, CQ Medical’s Proprietary Information and shall use the same solely as required for its authorized use of the Products supplied hereunder. Buyer may not directly or indirectly (1) copy, adapt, develop, reverse engineer, recast, translate, or create derivative works from any Proprietary Information, or permit any other person to do so, (2) remove, alter, or obscure any copyright, trademark, patent, logo, government restricted rights, or other notices or legends from items provided by CQ Medical, or (3) disclose or use CQ Medical’s Proprietary Information for commercial purposes or in a manner detrimental to CQ Medical. Disclosures of Proprietary Information may be made only to Buyer’s personnel having a specific need to know and a written obligation to protect such information no less restrictive than the restrictions herein, and Buyer will be responsible for any breach by its personnel. It is agreed that any breach of this Section would cause CQ Medical irreparable harm for which recovery of damages would be inadequate, and that CQ Medical can seek immediate injunctive or other equitable relief to prevent any violation, threatened or actual, in addition to other remedies and without proof of actual damage.
Any quote, proposal, sales order or invoice (i) is a legal document that shall be deemed Proprietary Information for purposes hereof, (ii) is intended only for the confidential use of the individual or entity to whom it is addressed, and (iii) shall not be forwarded to third parties without the prior express written consent of an authorized officer of CQ Medical.
INDEMNIFICATION: With respect to bodily injury liability to third parties, arising from or related to the use or operation of CQ Medical’s Products each party will be responsible in such proportion as reflects each party’s relative fault for damages; provided, that CQ Medical will have no responsibility whatsoever and, unless prohibited by applicable law, Buyer shall defend (with counsel acceptable to CQ Medical), indemnify, and hold harmless CQ Medical and CQ Medical 's affiliates, members, shareholders, directors, officers, employees, contractors, agents, other representatives and customers (the “CQ Medical-Indemnified Parties”) from and against all claims, suits, liabilities, damages, losses or expenses, including attorneys’ fees and costs, asserted against or incurred by the CQ Medical -Indemnified Parties by reason of, arising out of, or occurring in connection with (1) any breach or alleged breach of any of the Terms including the handling, storage, installation, operation, service, or use of any Product in violation of these Terms or (2) any non-CQ Medical or custom design, manufacture, or installation of Products pursuant to Buyer’s requirements, specifications or designs (“Claims”). CQ Medical shall give Buyer prompt written notice of any such Claim. Buyer will not settle or compromise any Claim to the extent requiring an admission liability or imposing any payment or ongoing obligation on, any CQ Medical-Indemnified Party without CQ Medical’s prior written consent.
LIMITATION OF LIABILITY: Neither party will be liable for non-performance or delay in performance of any obligation (other than payment of monetary sums due) to the extent caused by events or circumstances beyond its reasonable control and without negligence on its part. For delays resulting from such causes, performance will be correspondingly extended. Any action against CQ Medical arising from or relating to the Products or transactions to which these Terms apply must be brought within 2 years after the cause of action arises or performance hereunder is completed or terminated, whichever first occurs.
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL CQ MEDICAL BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR OTHER INDIRECT LOSSES OR DAMAGES, HOWEVER CAUSED, WHETHER OR NOT FORESEEABLE, AND EVEN IF ADVISED OF THE POSSIBILITY THEREOF. CQ MEDICAL’S AGGREGATE LIABILITY IN DAMAGES OR OTHERWISE FOR ANY AND ALL CAUSES SHALL NOT EXCEED THE PURCHASE PRICE PAID OR PAYABLE FOR THE APPLICABLE PURCHASE ORDER. THESE LIMITATIONS WILL APPLY REGARDLESS OF THE FORM OF ACTION AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
Buyer acknowledges that these limitations of liability are a material part of the bargain between the parties and are reflected in Product pricing, which would be higher without these limitations.
GOVERNING LAW: Except where expressly prohibited by statutory or constitutional restrictions governing choice of law by a political subdivision or instrumentality, these Terms, all transactions to which they apply, and any disputes arising out of Products supplied hereunder shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, USA, excluding its conflict of law provisions. UN Convention on Contracts for The International Sale of Goods, the Uniform Law on the Formation of Contracts for the International Sale of Goods, and any applicable international discovery and service of process conventions will be inapplicable.
DISPUTE RESOLUTION:
PLEASE READ THESE TERMS CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION AND AFFECT BUYER’S LEGAL RIGHTS. AS OUTLINED BELOW, THEY INCLUDE A MANDATORY ARBITRATION AGREEMENT AND CLASS ACTION WAIVER WHICH (WITH LIMITED EXCEPTIONS) REQUIRE ANY DISPUTES BETWEEN THE PARTIES TO BE RESOLVED THROUGH INDIVIDUAL ARBITRATION RATHER THAN BY A JUDGE OR JURY IN COURT.
Agreement to Binding Arbitration: If the parties do not reach an agreed upon solution all claims arising out of or relating to these Terms (including their formation, performance and breach), the parties’ relationship with each other and/or the Products shall be finally settled by binding arbitration administered on a confidential basis by JAMS, in accordance with the JAMS Streamlined Arbitration Rules and Procedures, excluding any rules or procedures governing or permitting class actions. Each party will bear its own fees, out-of-pocket costs and expenses. The parties shall select a single neutral arbitrator in accordance with the JAMS Streamlined Arbitration Rules and Procedures. The arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to these Terms in any manner, including, but not limited to, any claim that all or any part of these Terms is void or voidable. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity; provided, that this clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitrator’s award shall be in writing and provide a statement of the essential findings and conclusions, shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. The interpretation and enforcement of these Terms shall be subject to the Federal Arbitration Act.
THE JAMS RULES GOVERNING THE ARBITRATION MAY BE ACCESSED AT HTTPS://WWW.JAMSADR.COM/ADR-RULES-PROCEDURES. THE PARTIES UNDERSTAND THAT, ABSENT THIS MANDATORY PROVISION, THEY WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. THEY FURTHER UNDERSTAND THAT, IN SOME INSTANCES, THE COSTS OF ARBITRATION COULD EXCEED THE COSTS OF LITIGATION AND THE RIGHT TO DISCOVERY MAY BE MORE LIMITED IN ARBITRATION THAN IN COURT.
Class Action and Class Arbitration Waiver: Buyer and CQ Medical each further agree that any arbitration shall be conducted not as a class action or other representative action, and Buyer and CQ Medical each expressly waive their respective right to file a class action or seek relief on a class basis. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provision set forth above shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate disputes.
Exception – Litigation of Intellectual Property Claims: Notwithstanding the parties’ decision to resolve all disputes through mandatory arbitration, either party may bring enforcement actions, validity determinations or claims arising from or relating to theft, piracy or unauthorized use of intellectual property in state or federal court or in the United States Patent and Trademark Office to protect its intellectual property rights (“intellectual property rights” means patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights).
Exclusive Venue for Litigation: To the extent that the arbitration provisions set forth in above do not apply, the parties agree that any litigation between them shall be filed exclusively in state or federal courts located in the New York County, New York (except for small claims court actions which may be brought in the county where Buyer resides). The parties expressly consent to exclusive jurisdiction in New York County, New York, New York for any litigation. IN THE EVENT OF LITIGATION RELATING TO THESE TERMS OR THE PRODUCTS, THE PARTIES HEREBY AGREE TO WAIVE, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY RIGHT TO A JURY TRIAL OTHER THAN SMALL CLAIMS COURT ACTIONS.
Survival: This Dispute Resolution section will not be affected by any termination of any agreements between the parties or the termination of the relationship between the parties.
SEVERABILITY: If any provision of these Terms is held to be invalid or unenforceable, such provision will be deemed to be modified to the minimum extent necessary to make it valid and enforceable and the rest of these Terms will not be affected.
NO WAIVER: CQ Medical’s failure to act with respect to a breach of any of Buyer’s obligations under these Terms or other third-parties does not waive CQ Medical’s right to act with respect to subsequent or similar breaches.