11. Entire Agreement
a) Entire Agreement. This Agreement, together with the Invoice and any other materials expressly referred to herein, constitutes the complete and exclusive statement of all of the terms, conditions, representations and warranties between you and Acuva with respect to the purchase and sale of any Product offered by Acuva, and supersedes and replaces all other oral and written communications between the parties or otherwise relating to the subject matter of this Agreement.
b) Amendments. This Agreement will not be and is incapable of being amended or varied, verbally or in writing, unless any such amendment or variation is in writing and signed by both you and a senior officer of Acuva in an instrument that expressly refers to this Agreement.
c) No Implicit Waiver or Novation. The failure by Acuva to insist on strict compliance with any provision of this Agreement will not be deemed to be a waiver of such provision, and a waiver of any provision of these terms and conditions at any one time or times will not be deemed to be a waiver for any other time. The failure of Acuva to assert its rights in a timely fashion for any of its rights or remedies under these terms and conditions will not be interpreted as a novation or a waiver of any subsequent or continuing breach and will not serve to modify, alter or restrict the right of Acuva to assert any rights at any time thereafter.