Direct Purchases Sample Clauses

Direct Purchases. In lieu of performing the services set forth in Section 3(a)(2) of the Agreement, BNYM shall perform the following functions in connection with purchase orders for I-Fund Shares received directly by BNYM through means other than the networking system of the NSCC: (i) BNYM will review Purchase Orders (as defined below) it receives from Persons (as defined below), the Distributor and from Approved Financial Intermediaries (as defined below) prior to the Purchase Cut-Off Time and exercise reasonable care to determine in accordance with the I-Fund Procedures whether the Purchase Order constitutes a “Conforming Purchase Order”, which is hereby defined to mean a Purchase Order with respect to which all the following criteria are satisfied, or a “Non-Conforming Purchase Order”, which is hereby defined to mean a Purchase Order with respect to which one or more of the following criteria are not satisfied: (a) The purchase form and any accompanying documentation are in completed proper form and good order; (b) The Purchase Order contains all information and documentation necessary or appropriate to create a shareholder account for the purchaser named in the subscription purchase form; and (c) BNYM has received confirmation that good funds in sufficient amount to pay for the purchase transaction have been received from the purchaser or have been credited to the account of the purchaser. (ii) In the event BNYM determines a Purchase Order to be a Non-Conforming Purchase Order, BNYM shall correspond with the Person, the Distributor or the Approved Financial Intermediary who submitted the Non-Conforming Purchase Order (the “Submitter”) in accordance with applicable provisions of the I-Fund Procedures to attempt to assist with the completion or correction of the Non-Conforming Purchase Order into a Conforming Purchase Order. In the event BNYM is unable to assist in the completion or correction of the Non-Conforming Purchase Order into a Conforming Purchase Order, BNYM shall follow procedures set forth in the I-Fund Procedures or in the absence of such procedures will return the Non-Conforming Purchase Order to the Submitter. (iii) In the event BNYM determines a Purchase Order to be a Conforming Purchase Order (including Purchase Orders that were Non-Conforming Purchase Orders when received but have been remediated into Conforming Purchase Orders, including by any applicable Purchase Cut-Off Time) BNYM shall, in accordance with the I-Fund’s prospectus: (a) create a shareho...

Direct Purchases. All purchases and return of Products from ASTI by Dealer shall be made pursuant to a written purchase order from Dealer and shall be governed by ASTI.'s price, delivery, payment and other terms then in effect. No inconsistent terms in any purchase order, acknowledgement or transmittal or confirming document shall be effective to alter the terms of this Agreement.

Direct Purchases. If Products and/or Services may be obtained directly from Vendor, as noted in Exhibit B then upon receipt of an order from Purchaser, Vendor agrees to sell and deliver to Purchaser the Products and/or Services listed in the order at the prices set forth in Exhibit A (including any discounts or Rebates), subject to and in accordance with the terms and conditions stated in this Agreement. No minimum quantity or dollar amount shall apply to any order unless expressly stated in Exhibit B. If Vendor charges a Purchaser a price higher than that stated in Exhibit A, Vendor shall issue such Purchaser a refund (not a credit) in the amount of such overcharge/overpayment promptly following discovery by Vendor, or discovery by and notice to Vendor thereof by the Purchaser, but in no event later than thirty (30) days following any such notice. If Vendor charges a Purchaser a price lower than that stated in Exhibit A, then such Purchaser shall have no obligation to pay the amount of such undercharge to Vendor, nor shall Vendor have the right to set-off the undercharge against any refund due for an overcharge/overpayment, unless the undercharge was an error discovered and re-invoiced within thirty (30) days after the date of the original invoice. Vendor shall provide to Purchasers at least quarterly statements listing unapplied credits, and upon request by a Purchaser, shall promptly refund the amount of the unapplied credits.

Direct Purchases. For certain projects, the City may seek to make direct purchases of equipment or materials to be used by the Contractor. Pursuant to Section 212.08(6), Florida Statutes, and the Fla. Admin. Code Xxx. R. 12A-1.094 and 12A-1.038, the Parties agree to the following procedure regarding the City’s direct- purchase from vendors of certain equipment and materials to be used in specific projects: 9.2.1 The City reserves the right, at the City’s option, to direct purchase equipment and materials involved in a specific project, including subcontracts, if any so as to save the sales tax which would otherwise have been due with regard to the same. The Contractor and its subcontractors shall comply with the City’s direct purchase procedures, including but not limited to those listed below. 9.2.2 As specifically set forth in a City issued work order, within 30 days (or other time as specified in the work order), the Contractor will present a list of direct purchase equipment for the City’s consideration which will include the recommended vendors’ name; the price quotes from all vendors provided to the Contractor; and, any terms and conditions the Contractor has negotiated with the recommended vendors. The City will then inform the Contractor as to which equipment it will direct purchase. In the event the City fails to exercise its option to direct purchase equipment and identify which equipment is to be purchased by the City within thirty (30) calendar days of receipt of the list from the Contractor, the City shall waive its right to direct purchase any and all equipment to be used in completion of the work under the applicable work order. 9.2.3 The Contractor is responsible for selecting each direct purchase vendor, subject to City approval. The Contractor is responsible for specifications, equipment receipt, inspecting shipments, and assuring that the equipment is in accordance with the work order and the Contractor’s specifications. The Contractor is also responsible for providing the City with enough advance notice of when the direct purchase equipment will need to be ordered and delivered. In absence of the Contractor’s receipt of a written notice of City’s disapproval of a vendor within thirty (30) calendar days of City’s receipt of the vendor/material list referenced in 9.2.2, the City shall be deemed to have waived any and all objections thereto. 9.2.4 The Contractor shall retain all responsibility for installing all equipment relating to the work and for mainta...

Direct Purchases. Direct purchases shall be charged to the Joint Account at the price paid by the Operator after deduction of all discounts received. The Operator shall make good faith efforts to take discounts offered by suppliers, but shall not be liable for failure to take discounts except to the extent such failure was the result of the Operator’s gross negligence or willful misconduct. A direct purchase shall be deemed to occur when an agreement is made between an Operator and a third party for the acquisition of Material for a specific well site or location. Material provided by the Operator under “vendor stocking programs,” where the initial use is for a Joint Property and title of the Material does not pass from the manufacturer, distributor, or agent until usage, is considered a direct purchase. If Material is found to be defective or is returned to the manufacturer, distributor, or agent for any other reason, credit shall be passed to the Joint Account within sixty (60) days after the Operator has received adjustment from the manufacturer, distributor, or agent.

Direct Purchases. For purchases directly from Vendor, no minimum quantity or dollar amount shall apply to any order unless expressly stated in Exhibit B. Vendor shall issue a refund or credit, at Purchaser’s option, for any overcharge/overpayment to Purchaser no later than thirty (30) days following discovery or notice thereof. In the event of an undercharge, Purchaser shall have no obligation to pay Vendor the amount of such undercharge, nor shall Vendor have the right to set-off the undercharge against any refund due for an overcharge/overpayment, unless the undercharge was an error discovered and re-invoiced within thirty (30) days after the date of the original invoice. Vendor shall provide to each Purchaser at least quarterly statements listing unapplied credits, and upon request by a Purchaser, shall promptly refund the amount of the unapplied credits.

Direct Purchases. If You purchase XaaS Services directly from Hitachi pursuant to a Master Agreement, then these Terms, the applicable Service Catalogue (if any) and Service Summary, along with the terms of the Master Agreement (to the extent not expressly excluded), will apply to and, together with other documents as provided in the definition of the XaaS Agreement, form the binding “XaaS Agreement” between Hitachi and You for the applicable XaaS Services as further described in the Definitions section. For a Hitachi “Manage” partner, references to You mean the Hitachi “Manage” Partner.

Direct Purchases. If You purchase XaaS Services directly from Hitachi pursuant to a Master Agreement, then these Terms, the applicable Service Catalogue (if any) and Service Summary, along with the terms of the Master Agreement (to the extent not expressly excluded), will apply to and, together with other documents as provided in the definition ŽĨ ƚŚĞ yĂĂ^ ŐƌĞĞŵXĞaaŶSƚAg͕re emĨenŽt͟ƌ ŵď ĞƚƚŚǁĞĞ ĞďŶŝ Ŷ,ĚŝƚŶĂŐĐ Ś͞ŝ ĂŶXaĚaS zŽƵ ĨŽ Services as further described in the Definitions section͘ &Žƌ Ă ,ŝƚĂĐŚŝ ͞DĂŶĂŐmeĞan͟th eƉĂƌƚŶĞƌ ,ŝƚĂĐŚŝ ͞DĂŶĂŐĞ͟ WĂƌƚŶĞƌ͘

Direct Purchases. Direct purchases shall be charged to the Joint Account at the price paid by the Operator after deduction of all discounts received. A direct purchase is determined to occur when an agreement is made between an Operator and a third party for the acquisition of Materials for a specific well site or location. Material provided by the Operator under “vendor stocking programs,” where the initial use is for a Joint Property and title of the Material does not pass from the vendor until usage, is considered a direct purchase. If Material is found to be defective or is returned to the vendor for any other reason, credit shall be passed to the Joint Account when adjustments have been received by the Operator from the manufacturer, distributor, or agent.

Direct Purchases. In the event that F5 authorizes Customer to purchase directly from F5, the following provisions will apply and are only applicable where an order is processed by F5 directly, rather than an authorized F5 Authorized Distribution Partner.