Common use of AGREEMENT AND ACCEPTANCE Clause in Contracts

AGREEMENT AND ACCEPTANCE. The entire agreement (the “Agreement”) between CURIA and Seller consists of the following documents and any inconsistencies in this Agreement shall be resolved in accordance with the following descending order of precedence: (i) the purchase order referencing this document (the “Purchase Order”), ii) any accompanying order form, statement of work, or similar ordering document, as negotiated and accepted by CURIA (iii) the applicable governing contract (“Primary Agreement”), iv) these Purchase Order Terms and Conditions, and (v) any plans, requirements or specifications provided by CURIA to Seller (“Specifications”). Nothing in the Agreement shall be interpreted to prevent CURIA from obtaining from any other third party, or providing to itself, any or all such Goods or Services or from ceasing to use Seller to provide such Goods or Services. The Agreement contains the entire understanding of the parties with respect to the matters contained herein and supersedes and replaces, in the entirety, any and all prior communications and contemporaneous agreements and understandings, whether oral, written, electronic or implied between the parties with respect to the subject matter hereof. Seller shall notify CURIA of its acceptance of this Purchase Order or Agreement within five (5) business days of receipt from CURIA. If Seller does not timely notify CURIA of its acceptance, Seller shall be deemed to have accepted this Agreement: (i) by Seller’s initiation of performance, (ii) by Seller’s provision of Goods or Services covered by the Purchase Order or Agreement, or (iii) by Seller’s acceptance of any payment made by CURIA pursuant to the Purchase Order or Agreement, in each case, whichever occurs first. 2 DELIVERY SCHEDULE; QUANTITIES: Seller must comply with the delivery schedule required by CURIA in the Agreement. The quantities of Goods shipped to CURIA shall not deviate from the quantities specified in the Agreement, except by execution of a written modification agreement of the parties. Goods shipped to CURIA prior to the delivery schedule in the Purchase Order, or in excess of the quantity ordered, may be returned to Seller at Seller’s expense and Services performed prior to the delivery schedule shall be at Seller’s risk and cost, without any obligation of payment by CURIA.

AGREEMENT AND ACCEPTANCE. These terms and conditions of sale (these “Terms”) govern the sale by SemiDice (“SemiDice”) of the products (“Products”) and services (“Services”; and together with the Products, collectively, the “Products/Services”) ordered by the buyer (“Buyer”) named on the purchase order or other order document or communication from Buyer (a “Purchase Order”) covering the purchase of the Products/Services covered thereby. Notwithstanding anything herein to the contrary, if a written contract signed by both SemiDice and Buyer is in existence covering the sale of the Products/Services covered hereby, the terms and conditions of said contract shall prevail to the extent they are inconsistent with these Terms. No Purchase Order, in whole or in part, shall be binding on SemiDice unless and until an authorized representative of SemiDice issues to Buyer a written order confirmation or invoice with respect to such Purchase Order or ships Products in fulfillment thereof (a “Sales Confirmation”; and Buyer’s order for Products/Services to the extent confirmed or fulfilled by SemiDice pursuant to such Sales Confirmation, an “Accepted Order”). The entire agreement terms of each Purchase Order and Sales Confirmation, and any related quote or similar document provided by or on behalf of SemiDice for the Products/Services covered thereby, shall incorporate and be governed in all respects by these Terms unless otherwise expressly agreed in writing by SemiDice. All quotations, offers, and tenders pertaining to the Products/Services, and SemiDice’ performance of Services and shipments and deliveries of Products, are made subject to these Terms. These Terms are intended by SemiDice to be part and parcel of any offer, counteroffer, or acceptance addressed to Buyer and any fulfillment of a Purchase Order for Buyer. The accompanying Sales Confirmation and these Terms (collectively, the “Agreement”) shall constitute the entire agreement between CURIA SemiDice and Seller consists of Buyer relating to the following documents Products/Services and any inconsistencies in this Agreement shall be resolved in accordance with the following descending order of precedence: (i) the purchase order referencing this document (the “Purchase Order”)all other matters thereunder and supersedes all prior or contemporaneous understandings, ii) any accompanying order formagreements, statement of worknegotiations, or similar ordering document, as negotiated representations and accepted by CURIA (iii) the applicable governing contract (“Primary Agreement”), iv) these Purchase Order Terms and Conditionswarranties, and (v) communications, both written and oral. These Terms prevail over any plans, requirements of Buyer’s general terms and conditions of purchase regardless of whether or specifications provided by CURIA to Seller (“Specifications”). Nothing in the Agreement shall be interpreted to prevent CURIA from obtaining from any other third party, or providing to itself, any or all such Goods or Services or from ceasing to use Seller to provide such Goods or Services. The Agreement contains the entire understanding of the parties with respect to the matters contained herein and supersedes and replaces, in the entirety, any and all prior communications and contemporaneous agreements and understandings, whether oral, written, electronic or implied between the parties with respect to the subject matter hereof. Seller shall notify CURIA of when Buyer has submitted its acceptance of this Purchase Order or such terms. Any term or condition of Buyer’s Purchase Order which is in any way different from or in addition to any term or condition of the Agreement within five (5) business days is specifically rejected by and shall not be binding upon SemiDice unless expressly accepted by SemiDice in writing. Fulfillment of receipt from CURIA. If Seller Buyer’s Purchase Order does not timely notify CURIA of its acceptance, Seller shall be deemed to have accepted this Agreement: (i) by Seller’s initiation of performance, (ii) by Seller’s provision of Goods or Services covered by the Purchase Order or Agreement, or (iii) by Seller’s constitute acceptance of any payment made by CURIA pursuant of Buyer’s terms and conditions and does not serve to the Purchase Order modify or Agreement, in each case, whichever occurs first. 2 DELIVERY SCHEDULE; QUANTITIES: Seller must comply with the delivery schedule required by CURIA in amend these Terms or any other term or condition of the Agreement. The quantities No waiver by SemiDice of Goods shipped any of the provisio0ns of the Agreement is effective unless explicitly set forth in writing and signed by an authorized representative of SemiDice. No failure to CURIA shall not deviate exercise, or delay in exercising, any right, remedy, power, or privilege arising from the quantities specified in the Agreement, except by execution of a written modification agreement of the parties. Goods shipped to CURIA prior to the delivery schedule in the Purchase OrderAgreement operates, or in excess of the quantity ordered, may be returned to Seller at Seller’s expense and Services performed prior to construed, as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the delivery schedule shall be at Seller’s risk and costexercise of any other right, without any obligation of payment by CURIAremedy, power, or privilege.

AGREEMENT AND ACCEPTANCE. In accepting the Purchase Order and/or making any deliveries hereunder, Seller agrees to these Terms and Conditions attached to the Purchase Order. The Purchase Order constitutes the entire agreement (between the “Agreement”) between CURIA Buyer and Seller consists with respect to the Goods, and supersedes all previous offers and agreements, whether oral or written, including any quotations made by the Seller. No addition to or other modification of the following documents Purchase Order shall be binding on Buyer unless it is in writing and executed by a duly authorized representative of Buyer. Paragon and/or its customers and any inconsistencies in this Agreement authorized regulatory agencies shall be resolved in accordance with afforded the following descending order right of precedence: (i) entry/right of access to any place necessary to determine and verify the purchase order referencing this document (quality of contracted Goods, work and records pertaining to the “related Purchase Order”), ii) . In the event of a conflict between any accompanying order form, statement of work, or similar ordering document, as negotiated the Terms and accepted by CURIA (iii) Conditions contained on the applicable governing contract (“Primary Agreement”), iv) these face of the Purchase Order and these stated Terms and Conditions, the Terms and (v) any plans, requirements or specifications provided by CURIA to Seller (“Specifications”). Nothing in Conditions on the Agreement shall be interpreted to prevent CURIA from obtaining from any other third party, or providing to itself, any or all such Goods or Services or from ceasing to use Seller to provide such Goods or Services. The Agreement contains the entire understanding face of the parties with respect to the matters contained herein and supersedes and replaces, in the entirety, any and all prior communications and contemporaneous agreements and understandings, whether oral, written, electronic or implied between the parties with respect to the subject matter hereof. Seller shall notify CURIA of its acceptance of this Purchase Order or Agreement within five (5) business days of receipt from CURIA. If Seller does not timely notify CURIA of its acceptance, Seller shall be deemed to have accepted this Agreement: (i) by Seller’s initiation of performance, (ii) by Seller’s provision of Goods or Services covered by the Purchase Order shall take precedence. Any changes or Agreement, deviations requested or (iii) required by Buyer of any Goods after Seller’s acceptance of any payment made Buyer’s purchase order shall be agreed upon between both parties in writing and Buyer will issue a revised purchase order or send written approval of said change(s). In the event that an agreement concerning changes cannot be reached then such purchase order shall, at the option of either party, be cancelled by CURIA pursuant to the Purchase Order or Agreement, in each case, whichever occurs firstwritten notice. 2 DELIVERY SCHEDULE; QUANTITIES: Seller must comply immediately notify Buyer in writing of any changes that may impact the Goods, including, but not limited to, changes that may affect the Goods’ quality, form, fit or function. Seller must immediately notify Buyer in writing of any recall that impacts the Goods. Seller will reimburse Buyer for any losses, damages, liabilities, costs and expenses incurred by Buyer or its Affiliates in connection with the delivery schedule required by CURIA in the Agreement. The quantities any such changes that Buyer was not notified of Goods shipped to CURIA shall not deviate from the quantities specified in the Agreement, except by execution of a written modification agreement of the parties. Goods shipped to CURIA prior to the delivery schedule in the Purchase Order, or in excess of the quantity ordered, may be returned to Seller at Seller’s expense and Services performed prior to the delivery schedule shall be at Seller’s risk and cost, without any obligation of payment by CURIAsuch recall.

AGREEMENT AND ACCEPTANCE. 2.1 The entire legal relationship between Supplier and Xxxxxxxxx shall be governed exclusively by the relevant Applicable Agreement. Any terms to the contrary are hereby expressly excluded. 2.2 The unconditional acceptance of the Products/Services or payment by Xxxxxxxxx shall in no case constitute acceptance of the terms and conditions of Supplier. 2.3 The Terms shall also apply for all future transactions of this kind with Supplier. 2.4 These Terms shall govern and form an integral part of all Applicable Agreements entered into and all Purchase Orders placed by Xxxxxxxxx for the provision of the Products/Services by Supplier. Each such agreement (or Purchase Order shall be referred to herein as the “Applicable Agreement”. 2.5 Xxxxxxxxx reserves the right to change these Terms at any time with effect for future Applicable Agreements. 2.6 Supplier’s acceptance of a Purchase Order and these Terms is expressly limited to the terms and conditions contained herein. Supplier acknowledges and agrees to be bound by, and comply with, all (a) between CURIA terms and Seller consists conditions contained herein; (b) all Applicable Agreements; and (c) all of the following documents foregoing as the same may be amended by Xxxxxxxxx from time to time. Supplier shall have accepted each and every one of these terms and conditions when it does any inconsistencies in this Agreement shall be resolved in accordance with of the following descending order of precedencefollowing: (ia) executes and returns the purchase order referencing this document (the “Purchase Order”), ii) any accompanying order form, statement acknowledgement copy of work, or similar ordering document, as negotiated and accepted by CURIA (iii) the applicable governing contract (“Primary Agreement”), iv) these Purchase Order Terms and Conditions; or (b) when it delivers to Xxxxxxxxx any Products/Services ordered pursuant to a Purchase Order issued by Xxxxxxxxx herein; or (c) renders for Xxxxxxxxx any of the services ordered pursuant to a Purchase Order issued by Xxxxxxxxx, whichever shall first occur. Any terms set forth by Supplier are rejected in whole, unless specifically accepted in a writing specifically accepting such terms and (v) any plans, requirements or specifications provided signed by CURIA Xxxxxxxxx. 2.7 Any proposals submitted by Supplier to Seller (“Specifications”). Nothing in the Agreement Xxxxxxxxx shall be interpreted binding and made free of charge to prevent CURIA from obtaining from any other third party, or providing to itself, any or all such Goods or Services or from ceasing to use Seller to provide such Goods or Services. The Agreement contains the entire understanding of the parties with respect to the matters contained herein and supersedes and replaces, in the entirety, any and all prior communications and contemporaneous agreements and understandings, whether oral, written, electronic or implied between the parties with respect to the subject matter hereof. Seller shall notify CURIA of its acceptance of this Purchase Order or Agreement within five (5) business days of receipt from CURIA. If Seller does not timely notify CURIA of its acceptance, Seller shall be deemed to have accepted this Agreement: (i) by Seller’s initiation of performance, (ii) by Seller’s provision of Goods or Services covered by the Purchase Order or Agreement, or (iii) by Seller’s acceptance of any payment made by CURIA pursuant to the Purchase Order or Agreement, in each case, whichever occurs first. 2 DELIVERY SCHEDULE; QUANTITIES: Seller must comply with the delivery schedule required by CURIA in the Agreement. The quantities of Goods shipped to CURIA shall not deviate from the quantities specified in the Agreement, except by execution of a written modification agreement of the parties. Goods shipped to CURIA prior to the delivery schedule in the Purchase Order, or in excess of the quantity ordered, may be returned to Seller at Seller’s expense and Services performed prior to the delivery schedule shall be at Seller’s risk and cost, without any obligation of payment by CURIAXxxxxxxxx.