19. SEVERABILITY.
If any provision of this Agreement is held invalid, illegal or unenforceable, the remaining provisions will not in any way be affected or impaired. A court may modify the invalid, illegal or unenforceable provision to reflect, as closely as possible, the parties’ original intent.
20. EXPORT / IMPORT COMPLIANCE.
Buyer acknowledges that Cynomatic is required to comply with applicable export /import laws and regulations relating to the sale, export, import, transfer, assignment, disposal and use of the Products, including any export / import license requirements. Buyer agrees that Products will not at any time directly or indirectly be used, exported, imported, sold, transferred, assigned or otherwise disposed of in a manner which will result in non-compliance with any applicable Canadian or, to the extent permissible under Canadian law, U.S. export / import laws and regulations. Cynomatic’ continuing performance hereunder is conditioned on compliance with such export / import laws and regulations at all times.
21. PRODUCT RETURNS.
Prior to the return of any Product to Cynomatic and/or OEM, Buyer must identify the Product or portion thereof and obtain written authorization and shipping instructions from Cynomatic and/or OEM. Cynomatic has the right, in its sole discretion, to permit or reject any such return. Cynomatic’ authorization to return any Product to Cynomatic does not relieve Buyer of its obligation to pay for such Product. Upon receipt, inspection, and acceptance of the Product by Cynomatic and/or OEM representative, Cynomatic will issue a credit memo to Buyer, less applicable re-stocking fees. Cynomatic and/or OEM reserves the right to reject any hazardous material.
22. NUCLEAR.
Unless expressly authorized in writing by Cynomatic, the Products must not be used in or in connection with a nuclear facility or application. If Buyer uses any Product in connection with any nuclear facility or activity, it does so at its own risk and Buyer will indemnify, defend and hold Cynomatic harmless, and waives and will require its insurers to waive all right of recovery against Cynomatic for any damage, loss, destruction, injury or death resulting from a “nuclear incident,” as defined in the Nuclear Liability and Compensation Act, as amended, whether or not due to Cynomatic’ negligence. Cynomatic’ consent to Buyer’s use of the Product in connection with any nuclear facility or application will be subject to additional terms and conditions that Cynomatic deems necessary to protect its interests.
23. SURVIVAL.
The articles titled “Patent and Copyright Infringement,” “Limitation of Liability,” “Confidentiality,” “Delivery; Title; Risk of Loss,” “Export / Import Compliance,” and “Nuclear” survive termination, expiration or cancellation of this Agreement