Documents and Order of Precedence Sample Clauses

Documents and Order of Precedence. 2.1. These terms and conditions apply when CENTRALS issues a Purchase Order to a Supplier after which a Supply Agreement is formed which consists of the following documents: a) The Purchase Order; b) These terms and conditions; and c) Any other document which is incorporated by CENTRALS by reference or as an attachment to the above documents. 2.2. If there is any inconsistency, ambiguity or conflict between the provisions of the above documents forming the Supply Agreement then, unless otherwise stated, the documents take precedence in the order detailed under Clause 2.1 above. 2.3. The Supply Agreement constitutes the entire agreement between CENTRALS and the Supplier which supersedes all prior communications, arrangements, proposals, representations and negotiations between the parties (including any terms and conditions provided by the Supplier whether included within its quotation or otherwise). 2.4. To the extent the Supplier’s terms and conditions are supplied prior to or with the Goods and/or Services (including as printed on consignment notes or other documents), those terms and conditions will be of no legal effect and will not constitute part of the Supply Agreement (even if a representative of CENTRALS signs those terms and conditions or annexes the terms and conditions to the Purchase Order). For the avoidance of doubt, the Supplier’s terms and conditions shall be deemed to have been withdrawn in favour of the terms and conditions stated in the Supply Agreement and no regard shall be had to the Supplier’s terms and conditions. 2.5. Upon receipt of a Purchase Order, unless otherwise specified in the Supply Agreement, the performance of the Supply Agreement by the Supplier shall constitute acceptance of the Supply Agreement. 2.6. The Supply Agreement may only be amended by the written agreement of both CENTRALS and the Supplier. 2.7. If there is a current subcontract in place between CENTRALS (as the main contractor) and the Supplier (as the subcontractor) in relation to the Goods and/or Services to be provided under the Purchase Order, the terms and conditions of that subcontract will prevail to the extent of any conflict or inconsistency between the terms and conditions of that contract and these terms and conditions.
Sample 1
AutoNDA by SimpleDocs
Documents and Order of Precedence. If contradictions and/or ambiguities and/or overlaps arise from the documents in the context of a contract or order, the following order of precedence shall apply: 1. Contract/order between the supplier and DND 2. Delivery specifications* 3. Parts lists* 4. Drawings* 5. Project or order-related stipulations* 6. QAA (this document) (*This shall apply only if the cited document is enclosed in the order/contract.)
Sample 1
Documents and Order of Precedence. 2.1. The Supply Agreement consists of the following documents: a) The Purchase Order; b) These general conditions; and c) Any other document which is incorporated by reference or as an attachment to the above documents. 2.2. If there is any inconsistency, ambiguity or conflict between the provisions of the above documents forming the Supply Agreement then, unless otherwise stated, the documents take precedence in the order detailed under Clause 2.1 above. 2.3. The Supply Agreement constitutes the entire agreement between CEM and the Supplier which supersedes all prior communications, arrangements, proposals, representations and negotiations between the parties (including any terms and conditions provided by the Supplier whether included within its quotation or otherwise). 2.4. Upon receipt of a Purchase Order, unless otherwise specified in the Supply Agreement, the performance of the Supply Agreement by the Supplier shall constitute acceptance. 2.5. The Supply Agreement may only be amended by the written agreement of both CEM and the Supplier
Sample 1
Documents and Order of Precedence. Unless otherwise provided for in this Agreement, in the event of conflict among the Agreement, the various Service Description documents, and any ancillary attachments to or documents referenced in the Service Description, the order of precedence is: (i) the Terms of Use; (ii) this Agreement; (iii) SOW; (iv) SAS and/or SDD; and (vi) any ancillary documents, except that in relation to limitations of liability, licensing provisions, intellectual property rights and intellectual property rights indemnification, the provisions contained in the General Terms will always take priority. In the event of any conflict between: (a) the SAS or SDD; and (b) a SOW, the SOW will govern.
Sample 1
Documents and Order of Precedence 
Sample 1

Related to Documents and Order of Precedence

  • Entire Agreement and Order of Precedence This Agreement is the entire agreement between You and Us regarding Your use of Services and Content and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. The parties agree that any term or condition stated in Your purchase order or in any other of Your order documentation (excluding Order Forms) is void. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Order Form, (2) this Agreement, and (3) the Documentation.

  • Order of Precedence For purchase transactions under this Contract, the order of precedence shall be as follows: this Contract; Appendix A, Standard Terms and Conditions For Products and Related Services Contracts; Appendix B, Vendor’s Historically Underutilized Businesses Subcontracting Plan; Appendix C, Pricing Index; Exhibit 1, Vendor’s Response to RFO DIR-TSO-TMP-398, including all addenda; and Xxxxxxx 0, XXX XXX-XXX-XXX-000, including all addenda; are incorporated by reference and constitute the entire agreement between DIR and Vendor governing purchase transactions. In the event of a conflict between the documents listed in this paragraph related to purchases, the controlling document shall be this Contract, then Appendix A, then Appendix B, then Appendix C, then Exhibit 1, and finally Exhibit 2. In the event and to the extent any provisions contained in multiple documents address the same or substantially the same subject matter but do not actually conflict, the more recent provisions shall be deemed to have superseded earlier provisions.

  • Entire Agreement; Order of Precedence CONFLICT

  • Priority of Agreements and Precedence In the event of a conflict between and among the terms and conditions of this DPA, including all Exhibits attached hereto and incorporated herein and the Service Agreement, the terms and conditions of this DPA shall govern and prevail, shall survive the termination of the Service Agreement in the manner set forth herein, and shall supersede all prior communications, representations, or agreements, oral or written, by the Parties relating thereto.

  • Order of Precedence; Incorporation by Reference Any inconsistency or ambiguity in this Contract shall be resolved by giving precedence in the following order: (1) This Contract and attachments, (2) RFP document, (3) the CONSULTANT’s response to the RFP document, and (4) attachments prepared by the CONSULTANT. All of the foregoing are incorporated fully by reference.

  • Entire Agreement of the Parties; Amendments This Agreement and the Schedules hereto constitute and contain the entire understanding and agreement of the Parties respecting the subject matter hereof and cancel and supersede any and all prior negotiations, correspondence, understandings and agreements between the Parties, whether oral or written, regarding such subject matter. No waiver, modification or amendment of any provision of this Agreement shall be valid or effective unless made in a writing referencing this Agreement and signed by a duly authorized officer of each Party.

  • Agreements; Actions (a) Except for the Transaction Agreements, there are no agreements, understandings, instruments, contracts or proposed transactions to which the Company is a party or by which it is bound that involve (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of RMB100 million (ii) the license of any patent, copyright, trademark, trade secret or other proprietary right to or from the Company, (iii) the grant of rights to manufacture, produce, assemble, license, market, or sell its products to any other Person that limit the Company’s exclusive right to develop, manufacture, assemble, distribute, market or sell its products, or (iv) indemnification by the Company with respect to infringements of proprietary rights. (b) The Company has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or incurred any other liabilities individually in excess of RMB100 million or in excess of RMB200 million in the aggregate, (iii) made any loans or advances to any Person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business. For the purposes of (a) and (b) of this Subsection 2.5, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same Person (including Persons the Company has reason to believe are affiliated with each other) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsection. (c) The Company is not a guarantor or indemnitor of any indebtedness of any other Person.

  • Entire Agreement; Amendments and Waivers This Agreement (including the schedules and exhibits hereto) represents the entire understanding and agreement between the parties hereto with respect to the subject matter hereof and can be amended, supplemented or changed, and any provision hereof can be waived, only by written instrument making specific reference to this Agreement signed by the party against whom enforcement of any such amendment, supplement, modification or waiver is sought. No action taken pursuant to this Agreement, including without limitation, any investigation by or on behalf of any party, shall be deemed to constitute a waiver by the party taking such action of compliance with any representation, warranty, covenant or agreement contained herein. The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach. No failure on the part of any party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law.

  • Inconsistencies with Other Documents; Independent Effect of Covenants (a) In the event there is a conflict or inconsistency between this Agreement and any other Loan Document, the terms of this Agreement shall control; provided that, other than for purposes of Article XI, any provision of the other Loan Documents which imposes additional burdens on any Borrower or its Subsidiaries or further restricts the rights of such Borrower or its Subsidiaries or gives the Administrative Agent or any Lender additional rights shall not be deemed to be in conflict or inconsistent with this Agreement and shall be given full force and effect. (b) Each Borrower expressly acknowledges and agrees that each covenant contained in Article VIII, IX, or X hereof shall be given independent effect. Accordingly, no Borrower shall engage in any transaction or other act otherwise permitted under any covenant contained in Article VIII, IX, or X if, before or after giving effect to such transaction or act, such Borrower shall or would be in breach of any other covenant contained in Article VIII, IX, or X.

  • Acknowledgments and Stipulations Each Borrower acknowledges and stipulates that the Credit Agreement and the other Loan Documents executed by Borrowers are legal, valid and binding obligations of Borrowers that are enforceable against Borrowers in accordance with the terms thereof; all of the Obligations are owing and payable without defense, offset or counterclaim (and to the extent there exists any such defense, offset or counterclaim on the date hereof, the same is hereby waived by each Borrower); and the security interests and liens granted by Borrowers in favor of Administrative Agent, for the benefit of itself and Lenders, are duly perfected, first priority security interests and liens to the extent provided therein.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!