FORMATION AND INCORPORATION Sample Clauses

FORMATION AND INCORPORATION. 1.1 Any Order placed by the Company for the purchase of Goods or provision of Services is subject to these Conditions. No other terms and/or conditions (including any terms or conditions written on or attached to any quotation, acknowledgment of acceptance of order, specification, sales invoice, delivery note, form, document or correspondence) sought to be imposed by the Supplier will form part of the Agreement. No conduct of the Company shall constitute acceptance of any such other terms and conditions and the Supplier waives any right which it otherwise might have had to rely on such terms and conditions. 1.2 Where a Supplier is providing Services only as part of an Order and no actual Goods are included, it is hereby confirmed that the subsequent Conditions, 2.3, 2.6, 2.7, 2.8, 2.9, 4.1, 7.1, 7.6.4, 8.3, 8.7, 8.8, 8.9, 8.10, 8.11, 8.12 and 18.1.1 within these Terms and Conditions, that relate specifically and only to the provision of Goods will be deemed null and void and not form part of this Agreement. 1.3 Each Order for Goods or provision of the Services by the Company from the Supplier shall be deemed to be an offer by the Company to purchase the Goods or acquire the Services subject to these Conditions in accordance with Condition 1.5. 1.4 Any variation to the Order or these Conditions shall have no effect unless expressly agreed in writing and signed by an authorised signatory of the Company and any variation in price, quantity, delivery or other terms or conditions agreed orally shall be confirmed in writing by the Company and the Supplier within 7 days from the date of such agreement, otherwise such variation shall not be binding on either party. 1.5 The Supplier shall accept the Order by expressly giving notice in writing of its acceptance. If the Supplier has not notified the Company of its acceptance or rejection of the Order within 14 (overseas orders 21) days of the date thereof, or if the Supplier supplies or commences the supply of the Goods or starts to provide the Services contained in the Order it shall be deemed to have accepted the Order. 1.6 In the event of any conflict between a Condition of these Conditions and the terms of an Order, the terms of the Order shall prevail to the extent required to resolve such conflict.
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FORMATION AND INCORPORATION. 2.1 Subject to any variation under condition 2.4, the Contract will be on these terms and conditions set out below 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 or similar document). 2.2 Each order for Goods and/or Services by the Buyer from the Company shall be deemed to be an offer by the Buyer to purchase Goods and/or Services subject to these terms and conditions. 2.3 No terms or conditions endorsed upon, delivered with or contained in the Buyer's purchase order, specification or similar document will form part of this Contract simply as a result of a reference to such document being made in this Contract. 2.4 Any variation to these terms and conditions and any representations about the Goods shall have no effect unless expressly agreed in writing and signed by a director of the Company.
Sample 1
FORMATION AND INCORPORATION. 2.1 Subject to any variation under Condition 13.5, any order made by the Customer for Services provided by BMT and using the Order Form will be upon these Terms and Conditions, to the exclusion of all other terms and conditions and all previous oral or written representations including any terms or conditions which the Customer purports to apply under any purchase order, confirmation of order or similar document, whether or not such document is referred to in the order. 2.2 Each order whether on an Order Form or a customer purchase order form or otherwise shall be interpreted in accordance with these Terms and Condition or acceptance of a quotation for Services will be deemed to be an offer by the Customer to purchase Services upon these Terms and Conditions and no terms of the Customer shall apply. The Contract is formed when the order is signed by the Customer and accepted by BMT. For the avoidance of doubt orders for the Services may be made by a Customer using the Order Form, a customer order purchase form or a combination of these. 2.3 The Customer may not cancel the Order. BMT may cancel the order at any time prior to delivery of the Equipment or performance of the Services.
Sample 1
FORMATION AND INCORPORATION. The Conditions shall be incorporated into and govern the Contract to the entire exclusion of all other terms or conditions. Without prejudice to the generality of the foregoing, the Company will not be bound by any standard or printed terms tendered by the Customer, unless the Customer specifically states in writing, separately from such terms, that it wishes such terms to apply and this has been agreed in writing by an authorised representative of the Company. In the event of any conflict between the Proposal and these Conditions, the terms of the Proposal shall prevail. party for fraudulent misrepresentation.
Sample 1
FORMATION AND INCORPORATION. 1.1 Any Order placed by the Company for the purchase of Goods or provision of Services is subject to these Conditions. No other terms and/or conditions (including any terms or conditions written on or attached to any quotation, acknowledgment of acceptance of order, specification, sales invoice, delivery note, form, document or correspondence) sought to be imposed by the Supplier will form part of the Agreement. No conduct of the Company shall
Sample 1
FORMATION AND INCORPORATION. 2.1 Any Proposal given by Commercial to the Customer shall not constitute an offer and shall only be valid for a period of 30 days from its date of issue. 2.2 Each Order will constitute an offer by the Customer to purchase and/or hire (as applicable) the Products and/or Services upon these Terms and Conditions. The Contract is formed when the Order is accepted by Commercial, by way of a written Acknowledgement of Order at which point and on which date the Contract will come into existence ( the “Commencement Date”). 2.3 The Contract constitutes the entire agreement between the parties in connection with its subject matter and supersede any prior representations, negotiations, discussions, understanding and agreements between the parties and their agents or other arrangement in respect of its subject matter provided that the obligations of the parties under any pre-existing non-disclosure agreement shall remain in full force and effect in so far as there is no conflict with the Contract. 2.4 The Contract is lone and conclusive evidence as to the terms and conditions as agreed between the parties (save for manifest error). Acceptance of delivery of the Products or commencement of the performance of the Services under the Contract is conclusive evidence of the Customer’s acceptance of the Contract to the exclusion of all other terms and conditions (save for manifest error). 2.5 The Contract also supersede all previous terms and conditions and shall replace any terms and conditions notified to the Customer by Commercial. 2.6 Subject to clause 2.6.5, by entering into the Contract each party agrees that: 2.6.1 in entering the Contract it has not relied on, and shall have no remedy in respect of, any statement, representation or warranty that is not set out in the Contract in writing, except in the case of fraud; and 2.6.2 it has not relied and is not relying on any statements, promises, warranties, or representations given or made (whether negligently or innocently and whether express or implied), or any acts or omissions by or on the part of any other party in relation to the subject matter of the Contract, except those expressly set out in the Contract; and 2.6.3 save as expressly provided in the Contract, there is no promise, representation, warranty, usage, custom or course of dealing affecting the Contract or otherwise binding upon the parties in relation to the subject matter of the Contract; and 2.6.4 it has no remedy with respect to any statements, warra...
Sample 1
FORMATION AND INCORPORATION. (1) This contract shall only be concluded when Minerelle (The "Seller") provides an Acknowledgement of an Order to the Buyer or in the event of Goods being dispatched. Any contract for the supply of goods being conditional upon acceptance of the Sellers terms given to the Buyer (in whatever form the same may be expressed) is given subject to these Conditions and does not constitute an offer to sell any goods to the Buyer. Subject to the above, any contract for the supply of goods given to the buyer remains open for acceptance for twenty-eight days from this date. (2) These conditions (which such special conditions are endorsed upon the face hereof) are the only conditions upon which the Seller is prepared to deal with the Buyer and they shall govern this contract to the entire exclusion of any other express or implied conditions, whether by any law or otherwise to the maximum extent permitted. They may only be modified, varied or agreed in writing and shall be signed on behalf of the Seller by a company director.
Sample 1
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FORMATION AND INCORPORATION. 2.1 Subject to any variation under Condition 11.1, the Contract will be upon these Terms and Conditions, to the exclusion of all other terms and conditions and all previous oral or written representations including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order or similar document, whether or not such document is referred to in the Contract. 2.2 Each order or acceptance of a quotation for Goods or Services will be deemed to be an offer by the Buyer to purchase Goods or Services upon these Terms and Conditions. The Contract is formed when the order is accepted by the Contractor. No contract will come into existence until the acceptance, either orally or in writing, of an order by the Contractor. 2.3 Any quotation is valid for a period of thirty (30) days only from its date, provided the Contractor has not previously withdrawn it. 2.4 The Contractor may cancel the Contract at any time prior to delivery or performance.
Sample 1
FORMATION AND INCORPORATION. 2.1. Unless otherwise agreed in writing, the Contract will be based upon these clauses to the exclusion of all other terms and conditions and all previous oral or written representations exchanged between the Customer and the Supplier. 2.2. The Order constitutes an offer by the Customer to purchase Goods and / or Services referred to in the Order in accordance with this Contract. 2.3. No terms or conditions endorsed upon, delivered with or contained in the Customer’s Order or any other similar document will form part of the Contract simply as a result of a reference to such document in the Contract. 2.4. The Order placed by the Customer shall only be deemed to be accepted when the Supplier issues a written acknowledgement or acceptance of the Order at which time the Contract shall come into existence (Commencement Date). 2.5. The Customer must ensure that the terms of its Order and any applicable specifications are complete and accurate. 2.6. The Supplier will not be bound by any quotation given and shall have power to vary or withdraw a quotation at its discretion. 2.7. No order which the Supplier has accepted may be cancelled by the Customer except with the prior written agreement of the Supplier and on the strict proviso that the Customer shall, notwithstanding any provision in clause 16, fully indemnify the Supplier against any losses, costs, damages, work done, charges and expenses undertaken, suffered or incurred by the Supplier prior to or as a result of, such cancellation.
Sample 1

Related to FORMATION AND INCORPORATION

  • Execution and Incorporation of Terms The parties to this Terms Agreement will enter into this Terms Agreement by executing the Omnibus Instrument. By executing the Omnibus Instrument, each party hereto agrees that this Terms Agreement will constitute a legal, valid and binding agreement by and among such parties. All terms relating to the Trust or the Notes not otherwise included in this Terms Agreement will be as specified in the Omnibus Instrument or Pricing Supplement, as indicated herein.

  • Due Incorporation and Good Standing AVRS is a corporation duly organized, validly existing and in good standing under the laws of the state of Nevada.

  • Due Incorporation The Company and each of its subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the respective jurisdictions of their incorporation and have the requisite corporate power to own their properties and to carry on their business as now being conducted. The Company and each of its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in each jurisdiction where the nature of the business conducted or property owned by it makes such qualification necessary, other than those jurisdictions in which the failure to so qualify would not have a material adverse effect on the business, operations or prospects or condition (financial or otherwise) of the Company.

  • DEFINITIONS AND INCORPORATION BY REFERENCE

  • Due Incorporation and Organization The Adviser is duly organized and is in good standing under the laws of the State of Connecticut and is fully authorized to enter into this Agreement and carry out its duties and obligations hereunder.

  • Certificate of Incorporation and By Laws of the Surviving Corporation

  • Certificate of Incorporation of the Surviving Corporation The Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation.

  • Certificate of Incorporation and By-laws of the Surviving Corporation (a) At the Effective Time, the certificate of incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and applicable Law. (b) At the Effective Time, the by-laws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the by-laws of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and hereof and applicable Law.

  • Certificate of Incorporation and By-Laws The Company has heretofore furnished to Parent a complete and correct copy of the Certificate of Incorporation and the By-laws or equivalent organizational documents, each as amended to date, of the Company and each Subsidiary. Such Certificates of Incorporation and By-Laws or equivalent organizational documents are in full force and effect, and neither the Company nor any Subsidiary is in violation of any provision thereof.

  • Certificate of Incorporation; By-laws (a) At the Effective Time the certificate of incorporation of the Company, as in effect immediately prior to the Effective Time (as amended as provided for in Section 3.3), shall be the certificate of incorporation of the Surviving Corporation until thereafter amended as provided by law and such certificate of incorporation. (b) The by-laws of the Company, as in effect immediately prior to the Effective Time, shall be the By-laws of the Surviving Corporation until thereinafter amended as provided by the certificate of incorporation, the Surviving Corporation and such by-laws.

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