Common use of Application of Terms Clause in Contracts

Application of Terms. 2.1 Subject to any variation under condition 2.3 the Agreement shall be on these conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document). 2.2 No terms or conditions endorsed on, delivered with or contained in the Buyer's purchase order, confirmation of order, specification or other document shall form part of the Agreement simply as a result of such document being referred to in the Agreement. 2.3 These conditions apply to all Deliverables and any variation to these conditions and any representations about the Goods shall have no effect unless expressly agreed in writing and signed by the Company. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in the Agreement. Nothing in this condition shall exclude or limit the Company’s liability for fraudulent misrepresentation. 2.4 Each order or acceptance of a quotation for Goods by the Buyer from the Company shall be deemed to be an offer by the Buyer to buy Goods subject to these conditions. 2.5 No order placed by the Buyer shall be deemed to be accepted by the Company until a written Acknowledgement of order is issued by the Company or (if earlier) the Company delivers the Goods to the Buyer. The Acknowledgement shall be deemed to have been received by the Buyer if sent during normal working hours at the time of sending, or if sent outside of normal working hours at 9am on the first working day following the date of the email or facsimile. 2.6 The Buyer shall ensure that the terms of its order and any applicable specification are complete and accurate. 2.7 Any Quotation is given on the basis that no Agreement shall come into existence until the Company despatch an acknowledgement of order to the Buyer. Unless otherwise stated in the Quotation any Quotation is valid for a period of 14 days only from its date, provided that the Company has not previously withdrawn it. A Quotation or similar communication by the Company is not an offer to sell or supply goods or services unless it is in writing, described as an offer and signed on behalf of the Company. 2.8 Unless previously withdrawn or expressly stated otherwise in writing by the Company, all Quotations are subject to change at any time and the Company cannot confirm the Price until a purchase order has been placed by the Buyer. If the Price of the Goods and/or Service at the date of receipt of a purchase order is higher than the Price stated in the Quotation, the Company will, at its discretion, contact the Buyer for its instructions on whether the Buyer will agree to amend the purchase order to reflect the revised Price or not accept the Buyer’s purchase order. If no adjustment to the Price set out in the Quotation is required, the purchase order shall be deemed capable of acceptance by the Company and, at its discretion, the Company may issue an Acknowledgement in respect of such purchase order.

Application of Terms. 2.1 Subject to any variation under condition 2.3 the Agreement Contract shall be on these conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document). 2.2 No terms or conditions endorsed on, delivered with or contained in the Buyer's purchase order, confirmation of order, specification or other document shall form part of the Agreement Contract simply as a result of such document being referred to in the AgreementContract. 2.3 These conditions apply to all Deliverables the Company's sales of Goods or supply of Services and any variation to these conditions and any representations about the Goods and/or Services shall have no effect unless expressly agreed in writing and signed by a director or the company secretary of the Company. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in the AgreementContract. Nothing in this condition shall exclude or limit the Company’s 's liability for fraudulent misrepresentation. 2.4 Each order or acceptance of a quotation for Goods and/or Services by the Buyer from the Company shall be deemed to be an offer by the Buyer to buy Goods and/or Services subject to these conditions. 2.5 No order placed by the Buyer shall be deemed to be accepted by the Company until a written Acknowledgement acknowledgement of order is issued by the Company or (if earlier) the Company delivers the Goods to the Buyer. The Acknowledgement shall be deemed to have been received by Buyer or commences the Buyer if sent during normal working hours at the time of sending, or if sent outside of normal working hours at 9am on the first working day following the date performance of the email or facsimileServices. 2.6 The Buyer shall ensure that the terms of its order and any applicable specification are complete and accurateaccurate and shall provide the Company with the Input Material within a sufficient time to enable the Company to perform the Contract in accordance with its terms. 2.7 Any Quotation quotation is given on the basis that no Agreement Contract shall come into existence until the Company despatch despatches an acknowledgement of order to the BuyerBuyer or (if earlier) the Company delivers the Goods to the Buyer or commences the performance of the Services. Unless otherwise stated in the Quotation any Quotation Any quotation is valid for a period of 14 30 days only from its date, provided that the Company has not previously withdrawn it. A Quotation or similar communication by the Company is not an offer to sell or supply goods or services unless it is in writing, described as an offer and signed on behalf of the Company. 2.8 Unless previously withdrawn or expressly stated otherwise in writing by the Company, all Quotations are subject to change at any time and the Company cannot confirm the Price until a purchase order has been placed by the Buyer. If the Price of the Goods and/or Service at the date of receipt of a purchase order is higher than the Price stated in the Quotation, the Company will, at its discretion, contact the Buyer for its instructions on whether the Buyer will agree to amend the purchase order to reflect the revised Price or not accept the Buyer’s purchase order. If no adjustment to the Price set out in the Quotation is required, the purchase order shall be deemed capable of acceptance by the Company and, at its discretion, the Company may issue an Acknowledgement in respect of such purchase order.

Application of Terms. 2.1 Subject to any variation under condition 2.3 the Agreement shall be on these conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document). 2.2 No terms or conditions endorsed on, delivered with or contained in the Buyer's purchase order, confirmation of order, specification or other document shall form part of the Agreement simply as a result of such document being referred to in the Agreement. 2.3 These conditions apply to all Deliverables and any variation to these conditions and any representations about the Goods shall have no effect unless expressly agreed in writing and signed by the Company. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in the Agreement. Nothing in this condition shall exclude or limit the Company’s liability for fraudulent misrepresentation. 2.4 Each order or acceptance of a quotation for Goods by the Buyer from the Company shall be deemed to be an offer by the Buyer to buy Goods subject to these conditions. 2.5 No order placed by the Buyer shall be deemed to be accepted by the Company until a written Acknowledgement of order is issued by the Company or (if earlier) the Company delivers the Goods to the Buyer. The Acknowledgement shall be deemed to have been received by the Buyer if sent during normal working hours at the time of sending, or if sent outside of normal working hours at 9am on the first working day following the date of the email or facsimile. 2.6 The Buyer shall ensure that the terms of its order and any applicable specification are complete and accurate. 2.7 Any Quotation is given on the basis that no Agreement shall come into existence until the Company despatch an acknowledgement of order to the Buyer. Unless otherwise stated in the Quotation any Quotation is valid for a period of 14 days only from its date, provided that the Company has not previously withdrawn it. A Quotation or similar communication by the Company is not an offer to sell or supply goods or services unless it is in writing, described as an offer and signed on behalf of the Company. 2.8 Unless previously withdrawn or expressly stated otherwise in writing by the Company, all Quotations are subject to change at any time and the Company cannot confirm the Price until a purchase order has been placed by the Buyer. If the Price of the Goods and/or Service at the date of receipt of a purchase order is higher than the Price stated in the Quotation, the Company will, at its discretion, contact the Buyer for its instructions on whether the Buyer will agree to amend the purchase order to reflect the revised Price or not accept the Buyer’s purchase order. If no adjustment to the Price set out in the Quotation is required, the purchase order shall be deemed capable of acceptance by the Company and, at its discretion, the Company may issue an Acknowledgement in respect of such purchase order. 2.9 Acceptance of delivery of the Goods shall be deemed conclusive evidence of the Buyer's acceptance of these Conditions. 2.10 Any typographical, clerical or other error or omission in any sales literature, quotation, acceptance of offer, invoice or other document or information issued by the Company shall be subject to correction without any liability on the part of the Company.

Application of Terms. 2.1 Subject to any variation under condition 2.3 the Agreement Contract shall be on these conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document). 2.2 No terms or conditions endorsed on, delivered with or contained in the Buyer's purchase order, confirmation of order, specification or other document shall form part of the Agreement Contract simply as a result of such document being referred to in the AgreementContract. 2.3 These conditions apply to all Deliverables the Company's sales and any variation to these conditions and any representations about the Goods shall have no effect unless expressly agreed in writing and signed by a director of the Company. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in the AgreementContract. Nothing in this condition shall exclude or limit the Company’s 's liability for fraudulent misrepresentation. 2.4 Each order or acceptance of a quotation for Goods by the Buyer from the Company shall be deemed to be an offer by the Buyer to buy Goods subject to these conditions. 2.5 No order placed by the Buyer shall be deemed to be accepted by the Company until a written Acknowledgement acknowledgement of order is issued by the Company or (if earlier) the Company delivers the Goods to the Buyer. The Acknowledgement shall be deemed to have been received by the Buyer if sent during normal working hours at the time of sending, or if sent outside of normal working hours at 9am on the first working day following the date of the email or facsimile. 2.6 The Buyer shall ensure that the terms of its order and any applicable specification are complete and accurate. 2.7 Any Quotation quotation is given on the basis that no Agreement Contract shall come into existence until the Company despatch despatches an acknowledgement of order to the Buyer. Unless otherwise stated in the Quotation any Quotation Any quotation is valid for a period of 14 28 days only from its date, provided that the Company has not previously withdrawn it. A Quotation or similar communication by the Company is not an offer to sell or supply goods or services unless it is in writing, described as an offer and signed on behalf of the Company. 2.8 Unless previously withdrawn or expressly stated otherwise in writing by the Company, all Quotations are subject to change at any time and Where the Company cannot confirm the Price until has, in connection with a purchase order has been placed by or a potential purchase order for Goods, agreed to provide design services (in relation to the design of any part or product) to the Buyer. If the Price of the Goods and/or Service at the date of receipt of a purchase order is higher than the Price stated in the Quotation, the Company will, at its discretion, contact the Buyer for its instructions on whether the Buyer will agree to amend the purchase order to reflect the revised Price or not accept the Buyer’s purchase order. If no adjustment to the Price set out in the Quotation is required, the purchase order shall be deemed capable of acceptance by acknowledges and agrees that: 2.8.1 the Company andshall not, at its discretionin providing such services, the Company may issue an Acknowledgement in respect of such purchase order.be acting as or deemed to be acting as a design authority;

Application of Terms. 2.1 Subject to any variation under condition 2.3 the Agreement shall Contract will be on these conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document). 2.2 No terms or conditions endorsed onupon, delivered with or contained in the Buyer's ’s purchase order, confirmation of order, specification or other document shall will form part of the Agreement Contract simply as a result of such document being referred to in the AgreementContract. 2.3 These conditions apply to all Deliverables the Company’s sales and any variation to these conditions and any representations about the Goods shall have no effect unless expressly agreed in writing and signed by a director of the Company. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in the Agreement. Nothing in this condition shall exclude or limit the Company’s liability for fraudulent misrepresentation. 2.4 Each order or acceptance of a quotation for Goods by the Buyer from the Company shall be deemed to be an offer by the Buyer to buy purchase Goods subject to these conditions. 2.5 No order placed by the Buyer shall be deemed to be accepted by the Company until a written Acknowledgement acknowledgement of order is issued by the Company or (if earlier) the Company delivers the Goods to the Buyer. The Acknowledgement shall be deemed to have been received by the Buyer if sent during normal working hours at the time of sending, or if sent outside of normal working hours at 9am on the first working day following the date of the email or facsimile. 2.6 The Buyer shall must ensure that the terms of its order and any applicable specification are complete and accurate. 2.7 Any Quotation quotation is given on the basis that no Agreement shall contract will come into existence until the Company despatch despatches an acknowledgement of order to the Buyer. Unless otherwise stated in the Quotation any Quotation Any quotation is valid for a the period of 14 days only from its datestated thereon, provided that the Company has not previously withdrawn it. A Quotation or similar communication . 2.8 Orders accepted by the Company is not an offer to sell or supply goods or services unless it is in writing, described as an offer and signed on behalf can be cancelled only with the written consent of the Company, such consent to be in the Company’s absolute discretion and subject to payment by the Buyer of the Company’s reasonable cancellation charges. 2.8 Unless previously withdrawn or expressly stated otherwise 2.9 The Company’s purchase order cancellation policy is at the Company’s discretion and subject to the date at which the order is cancelled in writing by the Company, all Quotations are subject to change at any time and the Company cannot confirm the Price until a purchase order has been placed by the Buyer. If the Price nature of the Goods and/or Service at the date purchase order. 2.9.1 for standard product purchase orders, a 20% of receipt order value cancellation fee applies. (Orders cancelled within 1-2weeks of a purchase order is higher than the Price stated in the Quotation, the Company will, at its discretion, contact the Buyer for its instructions on whether the Buyer will agree to amend the purchase order to reflect date, a cancellation fee may be waived.) 2.9.2 for purchase orders containing standard product with special parts, the revised Price or not accept cancellation fee as 2. 9.1 will also include a factor for the Buyer’s purchase order. If no adjustment special parts according to the Price set out in Suppliers liabilities at the Quotation is requiredtime of the order cancellation. 2.9.3 for custom/bespoke design products, the purchase order shall be deemed capable of acceptance by cancellation fee is based upon the Company and, at its discretion, the Company may issue an Acknowledgement in respect of such purchase orderlabour expended (engineering and or production) and materials (for custom items that have been ordered and or received).

Application of Terms. 2.1 2.1. Subject to any variation under condition 2.3 2.4 the Agreement Contract shall be on these conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document). 2.2 2.2. No Order placed by the Buyer shall be deemed to be accepted by FP Innovations, and no Contract shall exist, until a written acknowledgement of Order is issued by FP Innovations or (if earlier) FP Innovations delivers the Goods to the Buyer and/or performs the Services. FP Innovations also reserves the right to cancel a Contract or an Order if a credit or debit charge transaction in respect of payment of the Goods and/or Services under that Contract or Order is not authorised or a cheque bounces. 2.3. No terms or conditions endorsed on, delivered with or contained in the Buyer's purchase orderOrder, confirmation of orderOrder, specification or other document shall form part of the Agreement simply Contract unless expressly agreed to in writing by a director of FP Innovations. An Order which has been accepted by FP Innovations may not be cancelled by the Buyer except with FP Innovations' written agreement and on terms that the Buyer shall indemnify FP Innovations in full against all loss (including loss of profit), costs (including the cost of all labour and materials used or acquired in the provision of the Services and/or Goods), damages, charges and expenses incurred by FP Innovations as a result of such document being referred to in the Agreementcancellation. 2.3 2.4. These conditions apply to all Deliverables FP Innovations' sales and supplies and any variation to these conditions and any representations about the Goods and/or Services shall have no effect unless expressly agreed in writing and signed by the Companya director of FP Innovations. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company FP Innovations which is not set out in the AgreementContract. Nothing in this condition shall exclude or limit the Company’s FP Innovations' liability for fraudulent misrepresentation. 2.4 2.5. Each order Order or acceptance of a quotation Quotation or Proposal for Goods and/or Services by the Buyer from the Company FP Innovations shall be deemed to be an offer by the Buyer to buy Goods and/or commission the Services subject to these conditions. 2.5 No order placed by the Buyer shall be deemed to be accepted by the Company until a written Acknowledgement of order is issued by the Company or (if earlier) the Company delivers the Goods to the Buyer2.6. The Acknowledgement shall be deemed to have been received by the Buyer if sent during normal working hours at the time of sending, or if sent outside of normal working hours at 9am on the first working day following the date of the email or facsimile. 2.6 The Buyer shall ensure that the terms of its order Order and any applicable specification are complete and accurate. 2.7 2.7. Any Quotation and/or Proposal is given on the basis that no Agreement Contract shall come into existence until the Company despatch FP Innovations despatches an acknowledgement of order Order to the Buyer. Unless otherwise stated in the Any Quotation any Quotation and/or Proposal is valid for a period of 14 30 days only from its date, provided that the Company FP Innovations has not previously withdrawn it. A Quotation it or similar communication unless otherwise agreed by the Company is not an offer to sell or supply goods or services unless it is in writing, described as an offer and signed on behalf of the CompanyFP Innovations. 2.8 Unless previously withdrawn or expressly stated otherwise in writing by 2.8. Where the Company, all Quotations are subject to change at any time and the Company cannot confirm the Price until a purchase order has been placed by the Buyer. If the Price use of the Goods and/or Service at is stated to be subject to any instructions or warnings, they are supplied on the date condition that such instructions or warnings shall be strictly adhered to. 2.9. Where the Goods include any items of receipt of software or material provided in a purchase order is higher than the Price stated in the Quotationdigital format, the Company will, at its discretion, contact the Buyer for its instructions on whether the Buyer will agree to amend the purchase order to reflect the revised Price or not accept the Buyer’s purchase order. If no adjustment FP Innovations grants to the Price set out in Customer a non-transferable, non-exclusive, licence to use but not copy the Quotation software or material. FP Innovations retains ownership of all media on which the software or other material is required, the purchase order shall be deemed capable of acceptance by the Company and, at its discretion, the Company may issue an Acknowledgement in respect of such purchase ordersupplied.

Application of Terms. 2.1 Subject to any variation under condition 2.3 the Agreement 1.1 The Contract shall be on subject to these conditions conditions, to the exclusion of all other terms and conditions (including any terms or conditions which the Buyer purports Customer attempts to apply under any purchase order, confirmation of order, specification or other document). 2.2 No terms or conditions endorsed on, delivered with or contained in the Buyer's purchase order, confirmation of order, specification or other document shall form part apply. Any variation of the Agreement simply as a result of such document being referred to in the Agreement. 2.3 These conditions apply to all Deliverables and any variation to these conditions and any representations about the Goods Contract shall have no effect unless expressly agreed in writing and signed by the Company. The Buyer acknowledges that it has not relied on any statementSeller. 1.2 A Contract will only be binding: 1.2.1 in the case of orders to be delivered within the United Kingdom, promise or representation made or given upon acceptance by or on behalf the Seller of the Company which is not set out Customer’s order; or 1.2.2 in the Agreement. Nothing case of orders to be delivered outside the United Kingdom, upon whichever shall be the later of acceptance in this condition writing by the Seller of the Customer’s order or notification to the Seller that any Letter of Credit (which the Seller may have requested prior to written acceptance of the order) has been opened and that any necessary export or import licence or exchange permit has been granted; and the following conditions shall exclude or limit be deemed to be incorporated into the Company’s liability for fraudulent misrepresentationContract. 2.4 1.3 Each order or acceptance of a quotation for Goods by the Buyer Customer from the Company Seller shall be deemed to be an offer by the Buyer Customer to buy Goods and/or Services subject to these conditions. 2.5 No order placed by the Buyer shall be deemed to be accepted by the Company until a written Acknowledgement of order is issued by the Company or (if earlier) the Company delivers the Goods to the Buyer. The Acknowledgement shall be deemed to have been received by the Buyer if sent during normal working hours at the time of sending, or if sent outside of normal working hours at 9am on the first working day following the date of the email or facsimile. 2.6 The Buyer shall ensure that the terms of its order and any applicable specification are complete and accurate. 2.7 1.4 Any Quotation quotation is given on the basis that no Agreement Contract shall come into existence until the Company despatch Seller despatches an acknowledgement of order to the BuyerCustomer. Unless otherwise stated in the Quotation any Quotation Any quotation is valid for a period of 14 days only from its datedate (unless otherwise specified), provided that the Company Seller has not previously withdrawn it. A Quotation or similar communication by the Company is not an offer to sell or supply goods or services unless it is in writing, described as an offer and signed on behalf of the Company. 2.8 Unless previously Quotations may be withdrawn or expressly stated otherwise in writing by the Company, all Quotations are subject to change updated at any time and the Company cannot confirm the Price until a purchase order has been placed by the Buyer. If the Price Seller or may be issued subject to special conditions. 1.5 The quantity and description of the Goods and/or Service at the date of receipt of a purchase order is higher than the Price stated in the Quotation, the Company will, at its discretion, contact the Buyer for its instructions on whether the Buyer will agree to amend the purchase order to reflect the revised Price or not accept the Buyer’s purchase order. If no adjustment to the Price Services shall be as set out in the Quotation is requiredSeller’s quotation or acknowledgement of order. 1.6 Where stated in the quotation or acknowledgement of order, variations in the purchase order quantities of Goods supplied by the Seller from the quantities originally ordered by the Customer shall not exceed 10% either upwards or downwards. The Customer shall be deemed capable obliged to pay for the actual quantities of acceptance Goods supplied as opposed to for the quantities originally ordered, and the price shall be adjusted accordingly. 1.7 Subject to paragraph 1.6 above, gauges, weights, chemical composition and analysis, quantities and sizes will so far as possible be adhered to but reasonable excesses and deficiencies thereof shall be accepted by the Company andCustomer, at its discretionwho shall not be entitled to reject any goods or to the replacement of any goods on the ground that they are not precisely as specified. 1.8 Unless otherwise specifically agreed all tests, test pieces, and inspections whatsoever required by the Company may issue an Acknowledgement in respect Customer will be charged extra. All tests and inspections (whether or not being tests of chemical composition) shall take place under the Seller’s standard testing arrangements and such purchase ordertests shall be final. All tests are subject to analytical tolerances.

Application of Terms. 2.1 Subject to any variation under condition 2.3 the Agreement Contract shall be on these conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document). 2.2 No terms or conditions endorsed on, delivered with or contained in the Buyer's ’s purchase order, confirmation of order, specification or other document shall form part of the Agreement Contract simply as a result of such document being referred to in the AgreementContract. 2.3 These conditions apply to all Deliverables the Company’s sales and any variation to these conditions and any representations about the Goods shall have no effect unless expressly agreed in writing and signed by a director of the Company. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in the AgreementContract. Nothing in this condition shall exclude or limit the Company’s liability for fraudulent misrepresentation. 2.4 Each order or acceptance of a quotation for Goods by the Buyer from the Company shall be deemed to be an offer by the Buyer to buy Goods subject to these conditions. 2.5 No order placed by the Buyer shall be deemed to be accepted by the Company until a written Acknowledgement acknowledgement of order is issued by the Company or (if earlier) the Company delivers the Goods to the Buyer. The Acknowledgement shall be deemed to have been received by the Buyer if sent during normal working hours at the time of sending, or if sent outside of normal working hours at 9am on the first working day following the date of the email or facsimile. 2.6 The Buyer shall ensure that the terms of its order and any applicable specification are complete and accurate. 2.7 Any Quotation quotation is given on the basis that no Agreement Contract shall come into existence until the Company despatch despatches an acknowledgement of order to the Buyer. Unless otherwise stated in the Quotation any Quotation Any quotation is valid for a period of 14 days only from its dateas specified on quotation, provided that the Company has not previously withdrawn it. A Quotation or similar communication by the Company is not an offer to sell or supply goods or services unless it is in writing, described as an offer and signed on behalf of the Company. 2.8 Unless previously withdrawn or expressly stated otherwise in writing by the Company, all Quotations are subject to change at any time and the Company cannot confirm the Price until a purchase order has been placed by the Buyer. If the Price of the Goods and/or Service at the date of receipt of a purchase order is higher than the Price stated in the Quotation, the Company will, at its discretion, contact the Buyer for its instructions on whether the Buyer will agree to amend the purchase order to reflect the revised Price or not accept the Buyer’s purchase order. If no adjustment to the Price set out in the Quotation is required, the purchase order shall be deemed capable of acceptance by the Company and, at its discretion, but the Company may issue an Acknowledgement in respect of such purchase orderwithdraw it at any time.