Drive DeVilbiss Healthcare
Terms and Conditions
(Effective October 2, 2023)

The quotation or order confirmation accompanying these Terms, these Terms, and the Contract (if any), (collectively, this "Agreement") comprise the entire agreement between Drive and Buyer and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. This Agreement prevails over any of Buyer's general terms and conditions of purchase regardless of whether or when Buyer has submitted its purchase order or such terms. Fulfillment of Buyer's order does not constitute acceptance of any of Buyer's terms and conditions and does not serve to modify or amend this Agreement. 

1. Purchase Orders.

Each purchase order or request for quotation must include a description of the Products, quantity, requested delivery date, and a “ship to” address. Purchase orders or requests for quotations must be submitted to Drive via e-mail, EDI, or other format agreed upon by the parties. Unless otherwise specified in the quotation, Drive’s quotation expires thirty (30) days from its date and may be modified or withdrawn by Drive before receipt of Buyer's acceptance.  Upon Buyer’s timely acceptance of a quotation, Drive will treat the quotation as a purchase order. Drive may accept or reject any purchase order, in whole or in part, in its sole discretion, unless it originated as a quotation and was timely accepted by Buyer, in which case Drive will be deemed to have accepted the purchase order. Buyer may not modify or cancel any purchase order once accepted by Drive without Drive's written consent. All quotations and order confirmations issued by Drive are subject to these Terms and the Contract (if applicable). For the avoidance of doubt, any variations made to these Terms or the Contract by Buyer in any purchase order are void and have no effect.

2. Price; Payment

2.1    Buyer shall purchase the Products from Drive at the pricing stated in the order confirmation or if no pricing is stated in the order confirmation, the pricing stated in Drive's then-current standard offered price list for the sale of the Products, as amended by Drive from time to time in its sole discretion (the “Price(s)”). All Prices are exclusive of all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any governmental authority on any amounts payable by Buyer. Buyer shall be responsible for all such charges, costs, and taxes. Unless otherwise expressly stated in the Contract, quotation, or order confirmation, Drive may increase the Price for any Product at any time. 

2.2    Buyer shall pay all invoiced amounts in U.S. Dollars by wire transfer or check, without set-off for any payment due from Drive, within thirty (30) days from the invoice date. For each calendar month, or fraction thereof, that payment is not made when due, Buyer shall pay a finance charge on the overdue unpaid balance computed at the lesser of the rate of 1.5% per month or the maximum rate permitted by applicable law. Buyer shall be responsible for and shall pay upon demand Drive’s attorneys’ fees, costs, and expenses incurred in any legal action filed against Buyer to enforce this Agreement or to recover any sums due and owing, including Drive’s post-judgment collection efforts. 

2.3    If Buyer fails to pay any or all of the invoiced amount when due or if Buyer’s credit or financial status erodes or otherwise renders Drive insecure, Drive may, in its sole discretion: (i) immediately suspend or cancel all or any part of any order submitted by Buyer; (ii) change any payment term to a payment term determined by Drive (including requiring cash payment upon delivery); (iii) pay any incentives, rebates, fees, or other discount arrangements net of (a) any amounts due hereunder from Buyer (b) unauthorized deductions and service charges; and (iv) terminate and/or declare Buyer ineligible for any incentives, rebates, fees, or other discount arrangements; (v) declare immediately due and payable all other amounts invoiced by Drive to Buyer regardless of when such payments would otherwise be due from Buyer, and/or (vi) increase the prices for Products and/or services.

3. Delivery; Title and Risk of Loss; Storage; Nonconforming Products

3.1    Subject to availability of the Products, Drive shall deliver the Products to Buyer FCA Drive’s Facility (Incoterms® 2010). “Drive’s Facility” means Drive's facility where the Products will be tendered to the Buyer's agent or a common carrier for transport to the shipping address.  Buyer shall be responsible for all loading and delivery costs and charges or pay Drive's standard charges for shipping service. Drive may, in its sole discretion, without liability or penalty, make partial shipments of Products to Buyer. Each shipment will constitute a separate sale, and Buyer shall pay for the units shipped whether such shipment is in whole or partial fulfillment of Buyer's purchase order. Drive may deliver Products in advance of the delivery schedule. Notwithstanding anything to the contrary, delivery times are approximate and not guaranteed.

3.2    Title to and risk of loss of the Products passes to Buyer upon delivery of the Products by Drive to Buyer’s designated agent or a common carrier.

3.3    If any Products to be delivered under this Agreement cannot be shipped to or received by Buyer when ready due to any cause attributable to Buyer or its agents, Drive may ship the Products to a storage facility. If Drive places the Products into storage, the following apply: (i) title and risk of loss immediately pass to Buyer, and delivery shall be deemed to have occurred; (ii) any amounts otherwise payable to Drive upon delivery or shipment shall be due; (iii) upon submission of Drive's invoices, Buyer shall be liable for and pay all expenses and charges incurred by Drive related to storage; and (iv) when conditions permit and upon payment of all amounts due, Drive shall make Products available to Buyer for delivery.

3.4    Buyer shall be deemed to have accepted the Products at the time of delivery unless Buyer notifies Drive in writing of any Nonconforming Products within seven (7) days of Buyer’s receipt and furnishes written evidence or other documentation as required by Drive. “Nonconforming Product(s)” means (i) shipped products are different than as identified in the Order Confirmation; or (ii) the product's label or packaging incorrectly identifies its contents. Drive, upon such timely notification from Buyer, shall, in its sole discretion, (a) replace such Nonconforming Products with conforming Products, or (b) credit or refund the Price for such Nonconforming Products, together with any reasonable shipping and handling expenses incurred by Buyer in connection therewith. Buyer shall ship, at its expense and risk of loss, the Nonconforming Products to the location designated by Drive. If Drive exercises its option to replace Nonconforming Products, Drive shall, after receiving the Nonconforming Products, ship to Buyer, at Drive's expense and risk of loss, the replacement Products to the shipping address specified in the original Order. Buyer acknowledges and agrees that the remedies set forth in this Section 3.4 are Buyer's exclusive remedies with respect to rejection or revocation of acceptance of the Products, notwithstanding any provisions of the New York Uniform Commercial Code or other applicable laws to the contrary.

4. Limited Warranty

4.1    For the ninety (90) day period following delivery of the Products (the “Warranty Period”), Drive warrants to Buyer that, at the time of shipment, the Products (i) shall meet Drive’s published description of the Product form, fit, features, and functions (“Specifications”) or express warranties which accompany the Products or are agreed to in writing by the Parties and (ii) shall not be adulterated or misbranded within the meaning of the U.S. Food, Drug, and Cosmetic Act or other similar, applicable laws in the jurisdiction in which the Products are delivered (the “Limited Warranty”).

4.2    In the event any Product fails to meet the Limited Warranty (a “Defective Product”), Drive shall, at its sole option, repair or replace the Defective Product at no cost to Buyer; or issue a refund or credit to Buyer for the purchase price thereof. Under no circumstances will the Limited Warranty apply to any Product which has been used with unapproved components or to any Product which has been customized or modified, damaged, reused, or misused. BUYER ACKNOWLEDGES AND AGREES THAT THE REMEDIES SET FORTH IN THIS SECTION 4.2 ARE BUYER'S EXCLUSIVE REMEDIES WITH RESPECT TO ANY DEFECTIVE PRODUCT AND BREACH OF THE LIMITED WARRANTY, NOTWITHSTANDING ANY PROVISIONS OF THE NEW YORK UNIFORM COMMERCIAL CODE OR OTHER APPLICABLE LAWS TO THE CONTRARY.

4.3    Drive shall not be liable for a breach of the Limited Warranty unless: (i) Buyer gives written notice of the nonconformance, reasonably described, to Drive within the Warranty Period; (ii) Drive is given a reasonable opportunity after receiving the notice to examine such Products and Buyer (if requested to do so by Drive) returns such Products to Drive’s place of business at Drive’s cost; and (iii) Drive reasonably verifies Buyer’s claim that the Products are Defective Products.

4.4    Drive shall not be liable for a breach of the Limited Warranty if: (i) Buyer makes any further use of such Defective Products after giving such notice; (ii) the defect arises because Buyer failed to follow Drive’s oral or written instructions as to the storage, installation, commissioning, use, or maintenance of the Products; (iii) Buyer alters, repairs, or conducts testing used to evaluate such Products without the prior written consent of Drive or (iv) the defect is caused by the handling or packaging of the Products by Buyer.

4.5    EXCEPT FOR THE LIMITED WARRANTY AND THE CONSUMER LIMITED WARRANTY ACCOMPANYING THE PRODUCTS, DRIVE MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE PRODUCTS, INCLUDING ANY (A) WARRANTY OF MERCHANTABILITY; (B) NON-INFRINGEMENT; OR (C) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.

5. Limitation of Liability

5.1    THE TOTAL LIABILITY OF DRIVE TO BUYER FOR ALL CLAIMS OF ANY KIND, OTHER THAN THOSE ARISING UNDER THE LIMITED WARRANTY, SHALL NOT EXCEED (a) THE LESSER OF (i) THE PRICE RECEIVED BY DRIVE FOR THE AFFECTED PRODUCT, OR (ii) IF BUYER PLACES MULTIPLE ORDER(S) UNDER THIS AGREEMENT, THE PRICE OF EACH PARTICULAR ORDER FOR ALL CLAIMS ARISING FROM OR RELATED TO THAT ORDER, OR (b) TEN THOUSAND US DOLLARS (US$10,000) FOR ALL CLAIMS NOT RELATED TO ANY PARTICULAR ORDER OR PRODUCT.

5.2    DRIVE SHALL NOT BE LIABLE TO BUYER FOR ANY LOSS OF PROFIT OR REVENUES, LOSS OF USE OF EQUIPMENT OR SYSTEMS, INTERRUPTION OF BUSINESS, COST OF REPLACEMENT POWER, COST OF CAPITAL, DOWNTIME COSTS, INCREASED OPERATING COSTS, OR FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES UNDER ANY CIRCUMSTANCES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT DRIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

5.3    Except pursuant to the consumer limited product warranty accompanying the Products, Drive’s liability to Buyer ceases upon expiration of the applicable Warranty Period, provided that Buyer may continue to enforce a claim for which it has given notice prior to that date by commencing an action or arbitration, as applicable under this Agreement, before expiration of any statute of limitations or other legal time limitation, but in no event later than one (1) year after expiration of such Warranty Period.

5.4    If Buyer is supplying Products to a third party or using Products at a facility owned by a third party, Buyer shall (i) indemnify and defend Drive from and against any and all claims by, and liability to, any such third party in excess of the limitations set forth in this Section 5, and (ii) require that the third party agree in writing to be bound by the limitations set forth in this Section 5.

5.5    For purposes of this Section 5, the term "Drive' means Medical Depot, Inc., its affiliates, subsidiaries, subcontractors, and suppliers of any tier, and their respective employees, officers, directors, and agents. The limitations in this Section 5 apply regardless of whether a claim is based in contract, warranty, indemnity, tort/extra-contractual liability (including negligence), strict liability, or otherwise, whether or not foreseeable, and prevail over any conflicting terms.

6. Compliance with Laws, Codes, and Standards

6.1    Buyer shall comply with all laws applicable to its marketing, promotion, resale, distribution, storage, transportation, disposal, and post-market surveillance of the Products. Buyer shall comply with all export and import laws of all countries involved in the sale of the Products under this Agreement or any resale of the Products by Buyer. Buyer assumes all responsibility for shipments of Products requiring any government import clearance. 

6.2    BUYER MAY RECEIVE DISCOUNTS OR OTHER REDUCTIONS IN PRICE IN CONNECTION WITH ITS PURCHASES OF PRODUCTS UNDER THESE TERMS, AND SUCH PURCHASES MAY ALSO QUALIFY BUYER FOR DISCOUNTS OR OTHER REDUCTIONS IN PRICE ON CERTAIN PURCHASES MADE PURSUANT TO A CONTRACT SUBJECT TO TERMS AND CONDITIONS THEREOF. BUYER WILL BE RESPONSIBLE FOR REPORTING ALL PRICES, DISCOUNTS, AND REBATES PURSUANT TO THESE TERMS AND PURSUANT TO ANY CONTRACT, TO REIMBURSING AGENCIES TO THE EXTENT REQUIRED BY LAW OR REGULATION, INCLUDING MEDICARE AND MEDICAID, AND OTHER ENTITIES, MAINTAINING RECORDS THEREOF, AND PROVIDING INFORMATION TO REIMBURSING AGENCIES, IN ACCORDANCE WITH ALL APPLICABLE LAWS. ANY PRICE REDUCTION OR DISCOUNT PROGRAM DESCRIBED IN THESE TERMS OR ANY CONTRACT IS INTENDED TO BE A DISCOUNT WITHIN THE MEANING OF APPLICABLE FEDERAL AND STATE ANTI-KICKBACK LAWS, INCLUDING, 42 U.S.C. §1320A-7B(B) AND THE DISCOUNT SAFE HARBOR PROMULGATED THEREUNDER AND CURRENTLY FOUND AT 42 C.F.R. §1001.952(H). BUYER UNDERSTANDS THAT THESE TERMS AND ANY CONTRACT MAY NOT REFLECT THE NET COST OF A PRODUCT DUE TO A REBATE OR OTHER DISCOUNT PROGRAM.

6.3    BUYER REPRESENTS AND WARRANTS THAT IT WILL SATISFY ANY AND ALL REQUIREMENTS IMPOSED ON BUYER, INCLUDING WHEN REQUIRED BY LAW, THE REQUIREMENT TO ACCURATELY REPORT, OR MAKE AVAILABLE UPON REQUEST BY A FEDERAL OR STATE HEALTH CARE PROGRAM, THE NET COST ACTUALLY PAID BY BUYER FOR THE PRODUCTS COVERED BY THESE TERMS AND ANY CONTRACT. FOR PURPOSES OF COST REPORTING REQUIREMENTS UNDER A FEDERAL OR STATE PROGRAM WHICH PROVIDES COST BASED REIMBURSEMENT, BUYER UNDERSTANDS THAT ANY SUCH DISCOUNTS, INCLUDING REBATES, SHOULD BE PROPERLY ALLOCATED ON A UNIT BASIS SO AS TO REPORT A NET SALE PRICE THAT ACCURATELY REFLECTS THE TOTAL AMOUNT OF THE DISCOUNT RECEIVED. IN THE EVENT EITHER PARTY DETERMINES THAT THESE TERMS MAY NOT COMPLY WITH SUCH STATUTES, THE PARTIES AGREE TO WORK TOGETHER TO ESTABLISH A DISCOUNT OR REBATE STRUCTURE THAT MEETS THE REQUIREMENTS OF SUCH STATUTES.

6.4    Buyer represents and warrants to Drive that neither Buyer nor any of its affiliates, employees, or contractors: (a) have been convicted of a criminal offense related to healthcare; (b) are listed on the Office of Inspector General’s List of Excluded Individuals/Entities, or are otherwise currently excluded, suspended or debarred from participating in any federal healthcare program; (c) are under investigation (civil or criminal) by any federal or state enforcement, regulatory, administrative or licensing agency; or (d) are currently listed on the General Services Administration List of Parties Excluded from the Federal Procurement and Non-Procurement Programs.

7. Health and Safety Matters

7.1    Buyer shall immediately notify Drive in writing upon becoming aware of any reports of adverse events or other complaints alleging deficiencies related to the identity, quality, durability, reliability, safety, effectiveness, or performance of any Product purchased by Buyer under this Agreement. Buyer shall provide Drive with all information reasonably requested by Drive regarding such report or complaint, including, without limitation, the name of the complainant, the nature of the complaint, and the part numbers and serial numbers affected. Buyer shall promptly investigate and monitor all such reports and complaints and keep Drive informed on the status and results of Buyer's investigation. Buyer shall maintain complete and accurate records relating to any adverse event report, complaint, or Product investigation.

7.2    Buyer shall be responsible for any post-market vigilance or similar activities that may be required under the U.S. Food, Drug and Cosmetic Act, as amended, and any similar law in any jurisdiction or territory in which Buyer uses, sells, or distributes the Products, and for implementing any recall, market withdrawal or correction regarding Products sold by Buyer. Buyer shall notify Drive promptly if any Product becomes the subject of a recall, market withdrawal, or correction, and the parties shall cooperate in the handling and disposition thereof. Buyer shall bear all costs of any recall, market withdrawal, or correction except that Drive shall bear such costs to the extent the applicable recall, market withdrawal, or correction results from a breach of this Agreement by Drive.

7.3    Buyer represents and warrants that it will not sell or distribute the Products in any jurisdiction or territory until Buyer has obtained all licenses, approvals, permits, and authorizations required by the laws and regulations of such jurisdiction or territory, provided that such sell or distribution does not violate any laws of the United States of America.

8. Confidential Information

All non-public, confidential or proprietary information of Drive, including but not limited to Specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, Buyer lists, pricing, Prices, discounts, and rebates (collectively, “Confidential Information”), disclosed by Drive to Buyer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as "confidential" is confidential, solely for the use of performing this Agreement and may not be disclosed or copied unless authorized in advance by Drive in writing. Upon Drive's request, Buyer shall promptly return all documents and other materials received from Drive. Drive shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to Buyer at the time of disclosure; or (c) rightfully obtained by Buyer on a non-confidential basis from a third party.

9. Intellectual Property

9.1    Subject to the rights and licenses granted by Drive in this Agreement, Buyer acknowledges and agrees that (a) any and all Drive's intellectual property rights are the sole and exclusive property of Drive or its licensors; (b) Buyer shall not acquire any ownership interest in any of Drive's intellectual property rights under this Agreement; (c) any goodwill derived from the use by Buyer of Drive's intellectual property rights inures to the benefit of Drive or its licensors, as the case may be; (d) if Buyer acquires any intellectual property rights in or relating to any product (including any Product) purchased under this Agreement (including any rights in any trademarks, derivative works, or patent improvements relating thereto), by operation of law, or otherwise, these rights are deemed and are hereby irrevocably assigned to Drive or its licensors, as the case may be, without further action by either party; and (e) Buyer shall use Drive's intellectual property rights solely for the purposes of performing its obligations under this Agreement and only in accordance with this Agreement and the instructions of Drive.

9.2    Drive hereby grants to Buyer a revocable, non-exclusive, non-transferable, and non-sublicensable license to use Drive's trademarks solely on or in connection with the promotion, advertising, and resale of the Products in accordance with the terms and conditions of this Agreement. Buyer will promptly discontinue the display or use of any trademark to change the manner in which a trademark is displayed or used with regard to the Products when requested by Drive. Other than the express licenses granted by this Agreement, Drive grants no right or license to Buyer, by implication, estoppel, or otherwise, to the Products or any intellectual property rights of Drive.

9.3    Buyer shall submit to Drive for prior written or email approval any proposed publication, advertising, or other printed material for the Products or otherwise which identify Buyer as an authorized Products distributor.

10. Indemnification 

To the fullest extent permitted by law, Buyer will defend, indemnify and hold harmless Drive, its subsidiaries, affiliates, successors, and assigns, and their respective directors, officers, shareholders, and employees, from and against any loss, injury, death, damage, liability, claim, deficiency, action, judgment, interest, award, penalty, fine, cost, fees (including import and export customs fees), or expense (including, but not limited to, Drive’s attorneys’ fees and costs) (collectively “Claims”) arising out of or in connection with the actions or inactions of Buyer or its employees or agents, including, but not limited to: (i) any misuse or modification of the Products by Buyer, its employees or agents; (ii) any act or omission by Buyer, its employees or agents in contravention of any safety procedures or instructions that Drive provides in connection with the Products; (iii) the failure to store or maintain the Products in accordance with said procedures or instructions; (iv) Buyer’s misuse of any intellectual property rights which accompany the Products; and (v) Buyer’s unauthorized disclosure of Drive’s Confidential Information.

11. Insurance

Buyer shall at its own expense maintain and carry insurance in full force and effect, including but not limited to commercial general liability insurance on current ISO Occurrence form CG 00 01 or equivalent to provide coverage for completed operations, contractual liability insurance against all liabilities assumed herein, including any of Drive’s property within the care, custody, or control of Buyer; and bodily injury, including death, personal injury, and property damage, in a single combined limit of $1,000,000.00 per occurrence.  Upon request, Buyer shall provide Drive with certificates of insurance confirming the existence of the foregoing coverages and naming Drive as an additional insured and loss payee. Buyer shall provide Drive with thirty (30) days advance written notice in the event of a cancellation or material change in Buyer's insurance policy. Except where prohibited by law, Buyer shall require its insurer to waive all rights of subrogation against Drive's insurers and Drive.

12. Force Majeure

Drive shall not be liable or considered in breach of its obligations under this Agreement to the extent that Drive's performance is delayed or prevented, directly or indirectly, by any cause beyond its reasonable control, including, without limitation, (i) acts of God; (ii) flood, fire, earthquake, explosion, pandemic, or epidemic; (iii) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (iv) government order, law, or action; (v) embargoes or blockades in effect on or after the date of this Agreement; (vi) national or regional emergency; (vii) strikes, labor stoppages or slowdowns or other industrial disturbances; (viii) telecommunication breakdowns, power outages or shortages, lack of warehouse or storage space, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials; and (ix) other similar events beyond the control of Drive. If an excusable event occurs, the time for Drive's performance shall be extended by the amount of time lost by reason of the event plus such additional time as may be needed to overcome the effect of the event. If acts or omissions of the Buyer or its contractors or suppliers cause the delay, Drive shall also be entitled to an equitable Price adjustment.

13. Governing Law and Dispute Resolution

13.1    This Agreement shall be governed by and construed in accordance with the laws of the State of New York, USA without giving effect to any choice of law rules that would cause the application of laws of any other jurisdiction. The parties hereby agree that the United Nations Convention on Contracts for the International Sale of Goods (“CISG”) does not apply to this Agreement, nor to any other aspect of the relationship between the parties, and application of the CISG is expressly disclaimed and waived.

13.2    Buyer irrevocably and unconditionally agrees that it will not commence any action, litigation, or proceeding of any kind whatsoever against the other party in any way arising from or relating to this Agreement or the transactions contemplated hereby, in any forum other than the U.S. District Court for the Eastern District of New York, or, if such court does not have subject matter or diversity jurisdiction, the courts of the State of New York sitting in Nassau County, and any appellate court from any thereof. Each party further agrees that a final judgment in any such action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.  BUYER IRREVOCABLY AND UNCONDITIONALLY CONSENTS TO THE IN PERSONAM JURISDICTION OF THE FOREGOING COURTS AND WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

14. General Clauses

14.1    Drive may assign or novate its rights and obligations under this Agreement, in whole or in part, to any of its affiliates, or may assign any of its accounts receivable under this Agreement to any party without Buyer's consent. Buyer agrees to execute any documents that may be necessary to complete Drive's assignment or novation. Drive may subcontract all or part of its duties under this Agreement, so long as Drive remains responsible for the performance thereof. The delegation or assignment by Buyer of any or all of its rights or obligations under this Agreement without Drive's prior written consent (which consent shall not be unreasonably withheld) shall be void.

14.2    If any Agreement provision is found to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement. The parties will endeavor to replace any such invalid, illegal or unenforceable provision with a new provision that achieves substantially the same practical and economic effect and is valid, legal, and enforceable.

14.3    Provisions of these Terms which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Agreement including, but not limited to Sections 2.4, 4, 5, 6, 7, 8, 9, 10, 13, and 14.

14.4    This Agreement represents the entire agreement between the parties with respect to the subject matters hereof. No oral or written representation or warranty not contained in this Agreement shall be binding on either party. Buyer's and Drive's rights, remedies, and obligations arising from or related to Products sold under this Agreement are limited to the rights, remedies, and obligations stated in this Agreement. Except for a Contract entered into by the parties, these Terms may only be amended or modified in a writing which specifically identifies the term of these Terms that it amends or modifies and is signed by an authorized representative of each party.

14.5    This Agreement is only for the benefit of the parties, and no third party shall have a right to enforce any provision of this Agreement.

14.6    The relationship between Drive and Buyer is that of independent contracting parties. Nothing in this Agreement creates any agency, joint venture, partnership, or other form of joint enterprise, employment, or fiduciary relationship between the parties. Neither party has any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other party or to bind the other party to any contract, agreement, or undertaking with any third party.   

14.7    All notices shall be in writing and addressed to the parties at the addresses set forth in the quotation or order confirmation or to such other address that may be designated by the addressee in writing. All notices shall be delivered by personal delivery, nationally recognized overnight courier, or by electronic mail (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage prepaid).