Basis of Sale. 1.1 Exion Asia Pte Ltd (“EXION”) shall sell and the Purchaser shall purchase the Goods and/or Services in accordance with any written quotation of EXION which is accepted by the Purchaser, or any written order of the Purchaser (“Purchase Order”) which is accepted by EXION, subject in either case to terms and conditions of this Agreement, which shall govern the sale of Goods or the provision of Services to the exclusion of any other terms, conditions, arrangements, customs or practices PROVIDED HOWEVER that any terms or conditions stipulated incorporated or referred to by SWTS in the written quotation (or in EXION’s written acceptance) that are inconsistent with or differs from the terms and conditions of this Agreement, such terms and conditions shall prevail over those of this Agreement.
1.2 No variation to this Agreement shall be binding unless agreed in writing and signed by the authorised representatives of the Purchaser and EXION. For the avoidance of doubt, no terms proposed by the Purchaser in its Purchase Order or any other document of the Purchaser shall form part of this Agreement without the express written consent and signature of the authorized representative of EXION.
1.3 This Agreement shall supersede any other express or implied, written or oral terms, arrangements, customs or practices unless otherwise accepted in writing.
1.4 This Agreement as may be varied or supplemented by the terms of the Purchase Order shall hereafter be referred to as the “Contract”.
Basis of Sale. 3.1 The Seller's employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Seller in writing. In entering into the Contract the Buyer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.
3.2 No variation to these Conditions shall be binding unless agreed in writing between the authorised representatives of the Buyer and the Seller.
3.3 Sales literature, price lists and other documents issued by the Seller in relation to the Goods are subject to alteration without notice and do not constitute offers to sell the Goods which are capable of acceptance. An order placed by the Buyer may not be withdrawn cancelled or altered prior to acceptance by the Seller and no contract for the sale of the Goods shall be binding on the Seller unless the Seller has issued a quotation which is expressed to be an offer to sell the goods or has accepted an order placed by the Buyer by whichever is the earlier of:-
3.3.1 the Seller's written acceptance;
3.3.2 delivery of the Goods; or
3.3.3 the Seller's invoice.
3.4 Any typographical, clerical or other accidental errors or omissions in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.
Basis of Sale. The sale of Units by the Selling Unitholder pursuant hereto is not prompted by any material information concerning the Partnership or any of its subsidiaries which is not set forth in the Registration Statement, Pricing Disclosure Package and the Prospectus or any amendment or supplement thereto.
Basis of Sale. The IT System shall be sold by the Seller to the Purchaser:
2.2.1 free from all Encumbrances and with full legal and beneficial title; and
2.2.2 with all rights including but not limited to copyrights and advantages attaching thereto (including all dividends and distributions (if any) declared, made or paid in respect thereof) with effect from the Closing Date.
Basis of Sale. The Sale Shares shall be sold by the Sellers to the Purchaser:
2.2.1 free from all Encumbrances and with full legal and beneficial title; and
2.2.2 with all rights and advantages attaching thereto (including all dividends and distributions (if any) declared, made or paid in respect thereof) with effect from the Closing Date.
Basis of Sale. 2.1 The Seller shall sell and the Buyer shall buy the Products in accordance with the terms of a Contract. A Contract shall not come into existence unless and until the Buyer issues a Purchase Order to the Seller which is confirmed by the Seller either:
(a) issuing a Sales Order to the Buyer; or
(b) delivering the Products or any of them to the Buyer in accordance with the Purchase Order.
Basis of Sale. 9.1. The Seller, subject to all of the limitations set out in clause 10, hereby warrants to the Purchaser that:
9.1.1. as at the Signature Date and the Closing Date, the Seller is and will be the sole legal and beneficial holder of the Sale Shares;
9.1.2. the Sale Shares are sold to the Purchaser free of any pledge, lien or any other real right or encumbrance;
9.1.3. as at the Signature Date and the Closing Date, no person or entity will have any right (including without limitation, any option or right of first refusal) to purchase or acquire or otherwise to obtain any right in and to the Sale Shares;
9.1.4. as at the Signature Date and the Closing Date, the Company, directly or indirectly, holds shares in each of the Subsidiaries, on the basis set out in Annexure “B” (save that the shareholding for IM Shipping Pte. Ltd. is reflected in Annexure “B” at the 100% (one hundred percent) level it is expected to be as at on the Closing Date, whereas such shareholding is 51% (fifty one percent) on the Signature Date);
9.1.5. as at the Closing Date and save as provided in this Agreement:
9.1.5.1. it has no claims (actual or contingent) against the Company arising from any cause whatsoever;
9.1.5.2. notwithstanding the warranty contained in this clause 9.1.5, the Seller hereby waives any and all claims (actual or contingent) which it has, or may have, against the Company, arising from any cause whatsoever (with this clause 9.1.5 constituting a stipulatio xxxxxx in favour of the Company capable of acceptance by it at any time);
Basis of Sale. 2.1. The Seller shall sell and the Buyer shall purchase the Vehicle in accordance with the Buyer’s Order (if accepted by the Seller), subject in either case to these special terms and conditions. The Buyer’s Order shall be deemed to be an offer by the Buyer to purchase the Vehicle subject to these special terms and conditions.
2.2. The Seller’s “Terms and conditions for the sale and purchase of the Goods” (“Standard Terms”, a copy of which is attached to these special terms and conditions) and the provisions set out on the order form of the Website shall, to the extent applicable, be incorporated in these special terms and conditions mutatis mutandis. In the event of inconsistency, these special terms and conditions shall prevail over the Standard Terms and the said provisions insofar as it relates to the transaction contemplated hereunder.
2.3. Subject to the Seller’s acceptance of the Buyer’s Order, the Buyer shall enter into a formal contract (“Formal Contract”) in the form prescribed by the Seller from time to time, with the Seller for sale and purchase of the Vehicle, and to execute other documents reasonably requested by the Seller in connection with such sale and purchase, within 7 days after the Seller’s acceptance of the Buyer’s Order. Unless otherwise stipulated, the Formal Contract shall be deemed to supersede these special terms and conditions upon its execution by the parties hereto. In the event that the Buyer fails to enter into the Formal Contract with the Seller or the Buyer fails to pay the Second Deposit in accordance with Clause 3.2, these special terms and conditions shall remain valid and in full force and effect and the parties hereto shall continue to fulfil their respective obligations hereunder, save and except that the Seller shall be entitled to terminate these special terms and conditions by written notice and forfeit the Initial Deposit in accordance with Clause 3.1.
2.4. Subject to Clause 2.2 and 2.3 above, these special terms and conditions shall govern the sale and purchase of the Vehicle to the exclusion of any other terms subject to which the Buyer’s Order is made or purported to be made.
2.5. No Buyer’s Order shall be deemed to be accepted by the Seller unless and until confirmed in writing (including, for the avoidance of doubt, email) by the Seller’s authorized representative.
2.6. The quantity, quality and specification of the Vehicle shall be as set out in the Buyer’s Order (if accepted by the Seller).
2.7. In enteri...
Basis of Sale. (a) Any transfer of Shares by a Minority Investor under this clause 18 must be made free from any claims, equities, liens and Encumbrances whatsoever in favour or, or created by, the relevant Minority Investor and with all rights attached to the Sale Shares as at the date of service of the Drag Notice.
(b) Each Shareholder hereby waives any pre-emption rights that it may have in respect of any share transfer that is made following compliance with the provisions contained in this clause 18.
Basis of Sale. 2.1 Quotations and estimates by the Seller are open for acceptance for 30 days from their date and thereafter shall be automatically withdrawn.
2.2 Quotations are given on the basis of supplying all concrete for the entire project. Cancellation of the Contract by the Purchaser will only be accepted at the discretion of the Seller and in any case on condition that any costs or expenses incurred by the Seller up to the moment of cancellation and all loss or damage resulting to the Seller by reason of such cancellation will be paid by the Purchaser to the Seller forthwith. Upon cancellation of the contract all Goods supplied to the project will be stripped of any discount and invoiced at undiscounted rates.
2.3 A charge, not exceeding the value of the goods, will be made for any costs incurred by the Seller due to suspension or deferment of the Contract by the Purchaser or in the event that the Purchaser defaults in receiving, or giving instructions for the delivery of any Goods.
2.4 Health and Safety information relating to the Goods is available at xxx.xxxxxxxxxxxxxxx.xx or by contacting the Seller. The Purchaser warrants that it will pass on to its employees, contractors and all third parties to whom it may supply the Goods all information as to the use and safe handling of the Goods as may have been made available to the Purchaser by the Seller. For the avoidance of doubt, Purchaser shall provide all Health and Safety information relating to admixtures and ingredients it furnishes to all such employees, contractors and third parties.
