The purchaser does not surrender any rights or obligations arising from the contract without Philips` prior written consent. The purchaser has no right to withhold or reduce payments or to offset existing and future claims on payments due for products sold under the agreement or other agreement that the purchaser may have with Philips or any of its related companies and who agrees to pay the amounts of that agreement, regardless of the alleged compensation that may be invoked by the purchaser or on his behalf. The purchaser acknowledges that the commitments contained in this Agreement are beyond the termination of another contract under which the products, software or technologies have been made available to the purchaser. In addition, in the event of a conflict under the terms of this agreement, the purchaser understands, together with another document between the purchaser and Philips, that the terms of that agreement control the buyer and are binding. 1. OFFRE, CONFIRMATION OR ACCORD These terms and conditions for the commercial sale of Philips Mexicana, S.A.de CV (the “terms and conditions of sale”) apply and are an integral part of all Philips Mexicana offers and offers, S.A. of C.V. (“Philips”), all assumptions, confirmations and confirmations of orders by the purchaser and agreements (“agreements”) relating to the sale of goods and services by Philips and the purchase of goods and services (products), unless Philips expressly accepts and to the extent that there is an explicit agreement. To the extent that the software and/or documentation are incorporated or delivered in goods, the sale of Philips to the buyer, the sale of these products does not constitute a transfer of ownership or title to this software and/or documentation to the purchaser, but only implies, subject to the provisions set out above, a non-exclusive and non-transferable license to the purchaser, according to philips IPR, used in the software to use this software and/or documentation relating to and as incorporated in the goods supplied by Philips to the buyer. (a) the buyer violates or contravenes one of the provisions of the agreement; Philips offers may be accepted within the time specified by Philips in the offer or, if no time limit is indicated, within 30 days of the date of the offer, but any offer may be revoked or revoked by Philips at any time prior to receipt by Philips.