Common use of Acceptance/Entire Agreement Clause in Contracts

Acceptance/Entire Agreement. Buyer’s purchase order, including these terms and conditions (this “Order”), constitutes Buyer’s offer to purchase from Seller products (collectively “Products”), or services (“Services”). BUYER EXPRESSLY OBJECTS TO AND EXPRESSLY REJECTS ANY PROVISIONS ADDITIONAL TO OR DIFFERENT THAN THE TERMS HEREOF THAT MAY APPEAR IN SELLER’S QUOTATION, ACKNOWLEDGMENT, CONFIRMATION, INVOICE OR IN ANY OTHER PRIOR OR LATER COMMUNICATION FROM SELLER TO BUYER UNLESS SUCH PROVISION IS EXPRESSLY AGREED TO BY BUYER IN A WRITING SIGNED BY BUYER. This Order and, if applicable, any related agreement(s) such as a Purchase Contract, Business Unit Supply Agreement with Seller and any related Master Supply Agreement (collectively “Related Agreements”) whose terms and conditions apply to this Order, shall supersede all prior or contemporaneous agreements, negotiations, representations, warranties, and communications, whether oral or written and shall constitute the entire agreement between Buyer and Seller. In the event of a conflict between these terms and conditions, the Related Agreements, the Related Agreements shall take precedence. No change, modification, rescission, discharge, abandonment, or waiver of these terms and conditions shall be binding upon Buyer unless made in writing and signed on its behalf by a duly authorized representative of Buyer and specifically references this Order. No conditions, custom, usage of trade, course of dealing or performance, understanding or agreement purporting to modify, vary, explain, or supplement these terms and conditions shall be binding unless hereafter made in writing and signed by the party to be bound. Mistakes in prices, discounts, specifications, delivery schedules or other terms and any noticeable discrepancies in quantities or sizes are to be reported immediately by Seller to Buyer and Seller shall immediately remedy such mistakes by refunding incorrect charges to Buyer or correcting such other discrepancies, unless otherwise directed by Xxxxx.

Acceptance/Entire Agreement. These terms and conditions of purchase apply to, and are incorporated by reference into, any purchase order submitted by Roller Bearing Company of America, Inc. or its affiliate or subsidiary (“Buyer”) to a provider of goods or services (“Seller”). By accepting Buyer’s purchase order or performing thereunder, Seller agrees to be bound by and to comply with all these terms and conditions, and all specifications and other information and documents referred to in Buyer’s purchase order. Buyer’s purchase order, including these terms and conditions (this “Order”)conditions, constitutes any other documents referred to in Buyer’s offer to purchase from Seller products (collectively “Products”)order, or services (“Services”). BUYER EXPRESSLY OBJECTS TO AND EXPRESSLY REJECTS ANY PROVISIONS ADDITIONAL TO OR DIFFERENT THAN THE TERMS HEREOF THAT MAY APPEAR IN SELLER’S QUOTATION, ACKNOWLEDGMENT, CONFIRMATION, INVOICE OR IN ANY OTHER PRIOR OR LATER COMMUNICATION FROM SELLER TO BUYER UNLESS SUCH PROVISION IS EXPRESSLY AGREED TO BY BUYER IN A WRITING SIGNED BY BUYER. This Order and, if applicable, any related agreement(s) such as a Purchase Contract, Business Unit Supply Agreement with Seller and any related Master Supply Agreement other terms set forth in a writing executed by a duly authorized representative of each of Buyer and Seller (all such documents being collectively referred to as the “Related AgreementsAgreement”) whose terms and conditions apply to this Order, shall supersede all prior or contemporaneous agreements, negotiations, representations, warranties, and communications, whether oral or written and shall will constitute the entire agreement between Buyer and Seller with respect to the purchase and sale of the goods or services set forth in Buyer’s purchase order and no other terms or conditions will apply to Buyer’s purchase of such goods or services from Seller. BUYER OBJECTS IN ADVANCE TO THE INCLUSION OF ANY ADDITIONAL, INCONSISTENT OR DIFFERENT TERMS PROPOSED BY SELLER IN THE ACCEPTANCE OR ACKNOWLEDGMENT OF BUYER’S PURCHASE ORDER OR IN A XXXX OF LADING OR OTHER DOCUMENT. THE INCLUSION OF SUCH TERMS BY SELLER WILL BE OF NO FORCE OR EFFECT, AND SUCH TERMS WILL NOT BE CONDITIONS OR ADDITIONAL TERMS TO THE AGREEMENT, AND BUYER’S ACCEPTANCE OF SELLER’S GOODS OR SERVICES WILL NOT BE DEEMED AN ACCEPTANCE OF SUCH TERMS. In the event of a any conflict between the terms of Buyer’s purchase order and these terms and conditions, the Related Agreements, the Related Agreements shall take precedencepurchase order will control. No change, modification, rescission, discharge, abandonment, or waiver course of these terms prior dealings between the parties and conditions shall be binding upon Buyer unless made in writing and signed on its behalf by a duly authorized representative of Buyer and specifically references this Order. No conditions, custom, no usage of trade, course the trade will be relevant to determine the meaning of dealing or performance, understanding or agreement purporting to modify, vary, explain, or supplement these terms and conditions shall be binding unless hereafter made in writing and signed by the party to be bound. Mistakes in prices, discounts, specifications, delivery schedules or other terms and any noticeable discrepancies in quantities or sizes are to be reported immediately by Seller to Buyer and Seller shall immediately remedy such mistakes by refunding incorrect charges to Buyer or correcting such other discrepancies, unless otherwise directed by XxxxxAgreement.

Acceptance/Entire Agreement. Buyer’s purchase (a) Seller agrees to be bound by and to comply with all the terms and conditions of this order, including these any supplements thereto, and all specifications and other documents referred to in this order. Seller undertaking, in whole or in part, the performance called for by this order shall be deemed an unconditional acceptance of this order and the terms and conditions (this “Order”)T&Cs) of the same. THIS ORDER DOES NOT CONSTITUTE AN ACCEPTANCE BY BUYER OF ANY OF SELLER’S OFFERS TO SELL, constitutes Buyer’s offer to purchase from Seller products (collectively “Products”)QUOTATIONS, or services (“Services”)OR ANY PROPOSALS. REFERENCE IN THIS ORDER TO ANY SUCH OFFER TO SELL, QUOTATION, OR ANY PROPOSAL SHALL IN NO WAY CONSTITUTE A MODIFICATION OF ANY OF THE TERMS AND CONDITIONS OF THIS ORDER. BUYER EXPRESSLY OBJECTS IN ADVANCE TO AND EXPRESSLY REJECTS THE INCLUSION OF ANY PROVISIONS ADDITIONAL TO ADDITIONAL, INCONSISTENT OR DIFFERENT THAN TERMS PROPOSED BY SELLER IN THE ACCEPTANCE OR ACKNOWLEDGMENT OF THIS ORDER. THE INCLUSION OF SUCH TERMS HEREOF THAT MAY APPEAR IN BY SELLER WILL BE OF NO SIGNIFICANCE, AND SUCH PROPOSED TERMS WILL NOT BE CONDITIONS OR ADDITIONAL TERMS TO THIS ORDER, AND BUYER’S ACCEPTANCE OF SELLER’S QUOTATIONGOODS OR SERVICES SHALL NOT BE DEEMED AN ACCEPTANCE OF ANY SUCH DIFFERENT AND/OR ADDITIONAL TERMS AND/OR CONDITIONS. The Supplier Code of Conduct, ACKNOWLEDGMENT, CONFIRMATION, INVOICE OR IN ANY OTHER PRIOR OR LATER COMMUNICATION FROM SELLER TO BUYER UNLESS SUCH PROVISION IS EXPRESSLY AGREED TO BY BUYER IN A WRITING SIGNED BY BUYERwhich is available on Buyer’s website at xxx.xxxxxxx-xxxx.xxx is hereby incorporated by reference in its entirety. This Order and, if applicable, any related agreement(s) such as a Purchase Contract, Business Unit Supply Agreement with Seller and any related Master Supply Agreement (collectively “Related Agreements”) whose terms and conditions apply to Unless otherwise stated on the face of this Order, shall supersede all prior or contemporaneous agreements, negotiations, representations, warranties, and communications, whether oral or written and shall constitute the entire agreement between Buyer and Seller. In the event of a conflict between these terms and conditionsorder, the Related Agreements, the Related Agreements shall take precedence. No change, modification, rescission, discharge, abandonment, or waiver of these following terms and conditions shall be binding upon Buyer unless made in writing exclusively govern Buyer’s purchase of goods and signed on its behalf services from Seller. (b) This order, with such documents as are expressly incorporated herein by reference, is intended by the parties as a duly authorized representative final expression of Buyer their agreement with respect to such terms as are included herein and specifically references this Orderis intended also as a complete and exclusive statement of the T&Cs of their agreement. No conditions, custom, course of prior dealings between the parties and no usage of trade, course of dealing or performance, understanding or agreement purporting to modify, vary, explain, or supplement these terms and conditions the trade shall be binding unless hereafter made in writing and signed by relevant to determine the party to be bound. Mistakes in prices, discounts, specifications, delivery schedules or other terms and any noticeable discrepancies in quantities or sizes are to be reported immediately by Seller to Buyer and Seller shall immediately remedy such mistakes by refunding incorrect charges to Buyer or correcting such other discrepancies, unless otherwise directed by Xxxxxmeaning of this agreement.

Acceptance/Entire Agreement. Buyer’s purchase orderThis Order is entered into between Seller and Buyer (each a “Party” and, including these collectively, the “Parties”) and both Parties agree to be bound by and to comply with all the terms and conditions (this “Order”), constitutes Buyer’s offer to purchase from Seller products (collectively “Products”), or services (“Services”). BUYER EXPRESSLY OBJECTS TO AND EXPRESSLY REJECTS ANY PROVISIONS ADDITIONAL TO OR DIFFERENT THAN THE TERMS HEREOF THAT MAY APPEAR IN SELLER’S QUOTATION, ACKNOWLEDGMENT, CONFIRMATION, INVOICE OR IN ANY OTHER PRIOR OR LATER COMMUNICATION FROM SELLER TO BUYER UNLESS SUCH PROVISION IS EXPRESSLY AGREED TO BY BUYER IN A WRITING SIGNED BY BUYER. This Order and, if applicable, any related agreement(s) such as a Purchase Contract, Business Unit Supply Agreement with Seller and any related Master Supply Agreement (collectively “Related Agreements”) whose terms and conditions apply to of this Order, shall supersede and all prior or contemporaneous agreements, negotiations, representations, warranties, specifications and communications, whether oral or written and shall constitute the entire agreement between Buyer and Seller. In the event of a conflict between these terms and conditions, the Related Agreements, the Related Agreements shall take precedence. No change, modification, rescission, discharge, abandonment, or waiver of these terms and conditions shall be binding upon Buyer unless made other documents referred to in writing and signed on its behalf by a duly authorized representative of Buyer and specifically references this Order. Seller’s performance called for by this Order shall be deemed acceptance of this Order. This Order, with such documents as are expressly incorporated herein by reference, is intended by the Parties as a final expression of their agreement with respect to such terms as are included herein and is intended also as a complete and exclusive statement of the terms of their agreement. No conditions, custom, course of prior dealings between the Parties and no usage of trade, course of dealing or performance, understanding or agreement purporting to modify, vary, explain, or supplement these terms and conditions trade shall be binding unless hereafter made in writing and signed relevant to determine the meaning of this agreement. THIS ORDER DOES NOT CONSTITUTE AN ACCEPTANCE BY BUYER OF ANY OFFER TO SELL, ANY QUOTATION, OR ANY PROPOSAL. REFERENCE ON THE FACE OF THIS ORDER TO ANY SUCH OFFER TO SELL, QUOTATION, OR ANY PROPOSAL SHALL IN NO WAY CONSTITUTE A MODIFICATION OF ANY OF THE TERMS AND CONDITIONS OF THIS ORDER. BUYER OBJECTS IN ADVANCE TO THE INCLUSION OF ANY ADDITIONAL, INCONSISTENT OR DIFFERENT TERMS PROPOSED BY SELLER, INCLUDING BUT NOT LIMITED TO TERMS CONTAINED IN THE ACCEPTANCE OR ACKNOWLEDGMENT OF THIS ORDER. THE INCLUSION OF TERMS BY SELLER WILL BE OF NO SIGNIFICANCE, AND SUCH PROPOSED TERMS WILL NOT BE CONDITIONS OR ADDITIONAL TERMS TO THIS ORDER, AND BUYER’S ACCEPTANCE OF SELLER’S GOODS OR SERVICES SHALL NOT BE DEEMED AN ACCEPTANCE OF SUCH TERMS. ANY ADDITIONAL, INCONSISTENT OR DIFFERENT TERMS, REGARDLESS OF WHETHER PROVIDED BEFORE OR AFTER THIS ORDER, AND REGARDLESS OF WHETHER SUCH TERMS AND CONDITIONS MATERIALLLY CHANGE THIS ORDER, AND IRRESPECTIVE OF ANY PAYMENT BY BUYER HEREUNDER, SHALL BE VOID AND OF NO LEGAL EFFECT UNLESS SPECIFICALLY AGREED TO IN A SIGNED WRITING BY BUYER’S AUTHORIZED REPRESENTATIVE. Buyer may withdraw the Order at any time before it is accepted by the party to be bound. Mistakes in prices, discounts, specifications, delivery schedules or other terms and any noticeable discrepancies in quantities or sizes are to be reported immediately by Seller to Buyer and Seller shall immediately remedy such mistakes by refunding incorrect charges to Buyer or correcting such other discrepancies, unless otherwise directed by XxxxxSeller.