Common use of Formation of Agreement Clause in Contracts

Formation of Agreement. 2.1 These Terms and Conditions supersede all previous Terms and Conditions imposed by OA and may only be varied in writing by OA. 2.2 Each Order will constitute an offer by the Customer to purchase Goods and/or Services from OA upon and subject to these Terms and Conditions. Any Price lists or Quotes given by OA to the Customer are an invitation to the Customer to place an Order with OA only and do not constitute an offer capable of acceptance. 2.3 The Quote, the Order Confirmation and these Terms and Conditions constitute the entire Agreement between the parties. Any prior understandings, representations, variations, exclusions and/or qualifications of any kind whatsoever (whether contained in any purchase order or document of the Customer, expressed verbally or contained in any writing) shall not be binding on the parties except to the extent incorporated expressly in writing into the Agreement or expressly agreed in writing by OA. 2.4 A Quote submitted by OA to the Customer may be varied or withdrawn at any time prior to the acceptance of an Order by OA. Clerical or other errors made in respect of any Quote issued shall be subject to correction by OA. 2.5 A binding Agreement will only be made between OA and the Customer for the sale and purchase of Goods and/or Services if, upon the acceptance of the Order by OA, the Customer is provided with an Order Confirmation. 2.6 OA may terminate this Agreement at any time before the Delivery of Goods and/or provision of Services to the Customer by giving written notice to the Customer. OA shall not be liable for any Claim, Loss or damage whatsoever arising from such cancellation. 2.7 For the avoidance of doubt, OA is under no legal obligation to accept any Order of the Customer. The Customer acknowledges that OA’s ability to accept or fulfil an Order is subject to the availability of stock and/or the capacity of OA (whether in relation to the availability of servicing personnel or otherwise) to meet an Order of the Customer. OA may at its sole and absolute discretion and for any reason whatsoever reject any Order from the Customer. 2.8 An Order may only be made by the Customer to OA: (a) in writing or by electronic data interchange (email); (b) by telephone, if within 3 business days of the placement of the Order, it is confirmed by a means outlined in clause 2.8(a); or (c) via the online eStore at xxxxx://xxxxx.xxxxxx.xxx.xx/. 2.9 The Agreement resulting from the provision of the Order Confirmation to the Customer cannot be terminated or cancelled by the Customer for any reason without OA’s prior written consent and OA may at its discretion impose a reasonable cancellation fee (including, without limitation, a Claim for any Loss or loss of profits suffered by OA). 2.10 A minimum Order value of $75.00 (excluding GST) applies to all Orders. OA may impose a $10.00 surcharge for any Orders placed under the minimum Order value. 2.11 OA may impose a minimum order quantity / volume to certain product ranges at its sole discretion from time to time. 2.12 The Customer must review all invoices issued by OA and advise OA of any errors or omissions before the invoice due date. If the Customer does not advise OA of any errors or omissions by the invoice due date, the invoice is deemed valid and the Customer accepts liability for the invoice in full.

Formation of Agreement. 2.1 These Terms and Conditions supersede all previous Terms and Conditions imposed by OA (including any terms and conditions which are inconsistent with these Terms and Conditions) and may only be varied in writing by OA. 2.2 Each Order will constitute an offer by the Customer to purchase Goods and/or Services from OA upon and subject to these Terms and Conditions. Any Price lists price lists, proposals or Quotes given by OA to the Customer are an invitation to the Customer to place an Order with OA only and do not constitute an offer capable of acceptanceacceptance by the Customer. 2.3 The Quote, the Order Confirmation and Confirmation, these Terms and Conditions and the OA OCS Warranty Program, constitute the entire Agreement between the parties. Any prior understandings, representations, variations, exclusions and/or qualifications of any kind whatsoever (whether contained in any purchase order or document of the Customer, expressed verbally or contained in any writing) shall not be binding on the parties except to the extent incorporated expressly in writing into the Agreement or expressly agreed in writing by OA. 2.4 A Quote submitted by OA to the Customer may be varied or withdrawn at any time prior to the acceptance of an Order by OA. Clerical or other errors made in respect of any Quote issued shall be subject to correction by OA. 2.5 A binding Agreement will only be made between OA and the Customer for the sale and purchase of Goods and/or Services if, upon the acceptance of the Order by OA, the Customer is provided with an Order Confirmation. 2.6 OA may terminate this Agreement at any time before the Delivery of Goods and/or provision of Services to the Customer by giving written notice to the Customer. OA shall not be liable for any Claim, Claim or Loss or damage whatsoever arising from such cancellation. Provided the Customer is not at fault for the cancellation, OA will refund any deposit or monies paid by the Customer in relation to any invoice/s issued by OA in respect of the Order. 2.7 For the avoidance of doubt, OA is under no legal obligation to accept any Order of the Customer. The Customer acknowledges that OA’s ability to accept or fulfil an Order is subject to the availability of stock and/or the capacity of OA (whether in relation to the availability of servicing personnel or otherwise) to meet an Order of the Customer. OA may at its sole and absolute discretion and for any reason whatsoever reject any Order from the Customer. 2.8 An Order may only be made by the Customer to OA: (a) in writing or by electronic data interchange (email); (b) by telephone, if within 3 business days of the placement of the Order, it is confirmed by a means outlined in clause 2.8(a); or (c) via the online eStore at xxxxx://xxxxx.xxxxxx.xxx.xx/. 2.9 The Agreement resulting from the provision of the Order Confirmation to the Customer cannot be terminated or cancelled by the Customer for any reason without OA’s prior written consent approval (unless it is otherwise permitted under the provisions of these Terms and Conditions or at law) and to the extent that any such termination or cancelation by the Customer is unlawful or constitutes a breach of this Agreement, OA may at its discretion impose a reasonable cancellation fee against the Customer (including, without limitation, a Claim for any Loss or loss of profits suffered by OA). 2.10 A minimum Order value Value of $75.00 (excluding GST) applies to all Orders. OA may impose a $10.00 15.00 surcharge for any Orders placed under the minimum Order value. 2.11 OA may impose a minimum order quantity / volume to certain product ranges at its sole discretion from time to time. 2.12 The Customer must review all invoices issued by OA and advise OA of any errors or omissions before the invoice due date. If the Customer does not advise OA of any errors or omissions by the invoice due date, the invoice is deemed valid and the Customer accepts liability for the invoice in full, without any deductions or set off whatsoever. 2.12 The Customer agrees to be bound by any subsequent versions of these Terms and Conditions as they appear on the website xxxxx://xxx.xxxxxx.xxx/en/australia/ in respect of any further Orders placed by the Customer immediately following such changes. OA will notify the Customer of the existence of the new version of these Terms and Conditions. If this occurs, and the Customer does not agree to be bound by the new version of the Terms and Conditions, the Customer may terminate the Agreement with immediate effect, save that OA will be entitled to be paid by the Customer for all Goods and/or Services supplied, or to be supplied, to the Customer pursuant to any existing Order/s, including the Price, fees and charges incurred, or to be incurred, by OA, to the date of termination of the Agreement by the Customer. A copy of any subsequent versions of these Terms and Conditions may be obtained from OA by the Customer on the Customer’s request via telephone or email.

Formation of Agreement. 2.1 These Terms and Conditions supersede all previous Terms and Conditions imposed by OA and may only be varied in writing by OA. 2.2 Each Order will constitute an offer by the Customer to purchase Goods and/or Services from OA upon and subject to these Terms and Conditions. Any Price lists or Quotes given by OA to the Customer are an invitation to the Customer to place an Order with OA only and do not constitute an offer capable of acceptance. 2.3 The Quote, the Order Confirmation and these Terms and Conditions constitute the entire Agreement between the parties. Any prior understandings, representations, variations, exclusions and/or qualifications of any kind whatsoever (whether contained in any purchase order or document of the Customer, expressed verbally or contained in any writing) shall not be binding on the parties except to the extent incorporated expressly in writing into the Agreement or expressly agreed in writing by OA. 2.4 A Quote submitted by OA to the Customer may be varied or withdrawn at any time prior to the acceptance of an Order by OA. Clerical or other errors made in respect of any Quote issued shall be subject to correction by OA. 2.5 A binding Agreement will only be made between OA and the Customer for the sale and purchase of Goods and/or Services if, upon the acceptance of the Order by OA, the Customer is provided with an Order Confirmation. 2.6 OA may terminate this Agreement at any time before the Delivery of Goods and/or provision of Services to the Customer by giving written notice to the Customer. OA shall not be liable for any Claim, Loss or damage whatsoever arising from such cancellation. 2.7 For the avoidance of doubt, OA is under no legal obligation to accept any Order of the Customer. The Customer acknowledges that OA’s ability to accept or fulfil an Order is subject to the availability of stock and/or the capacity of OA (whether in relation to the availability of servicing personnel or otherwise) to meet an Order of the Customer. OA may at its sole and absolute discretion and for any reason whatsoever reject any Order from the Customer. 2.8 An Order may only be made by the Customer to OA: (a) in writing or by electronic data interchange (email); (b) by telephone, if within 3 business days of the placement of the Order, it is confirmed by a means outlined in clause 2.8(a); or (c) via the online eStore at xxxxx://xxxxx.xxxxxx.xxx.xx/. 2.9 The Agreement resulting from the provision of the Order Confirmation to the Customer cannot be terminated or cancelled by the Customer for any reason without OA’s prior written consent and OA may at its discretion impose a reasonable cancellation fee (including, without limitation, a Claim for any Loss or loss of profits suffered by OA). 2.10 A minimum Order value of $75.00 (excluding GST) applies to all Orders. OA may impose a $10.00 surcharge for any Orders placed under the minimum Order value. 2.11 OA may impose a minimum order quantity / volume to certain product ranges at its sole discretion from time to time. 2.12 The Customer must review all invoices issued by OA and advise OA of any errors or omissions before the invoice due date. If the Customer does not advise OA of any errors or omissions by the invoice due date, the invoice is deemed valid and the Customer accepts liability for the invoice in full.

Formation of Agreement. 2.1 These Terms and Conditions supersede all previous Terms and Conditions imposed by OA and may only be varied in writing by OA. 2.2 Each Order will constitute an offer by the Customer to purchase Goods and/or Services from OA upon and subject to these Terms and Conditions. Any Price lists or Quotes given by OA to the Customer are an invitation to the Customer to place an Order with OA only and do not constitute an offer capable of acceptance. 2.3 The Quote, the Order Confirmation and these Terms and Conditions constitute the entire Agreement between the parties. Any prior understandings, representations, variations, exclusions and/or qualifications of any kind whatsoever (whether contained in any purchase order or document of the Customer, expressed verbally or contained in any writing) shall not be binding on the parties except to the extent incorporated expressly in writing into the Agreement or expressly agreed in writing by OA. 2.4 A Quote submitted by OA to the Customer may be varied or withdrawn at any time prior to the acceptance of an Order by OA. Clerical or other errors made in respect of any Quote issued shall be subject to correction by OA. 2.5 A binding Agreement will only be made between OA and the Customer for the sale and purchase of Goods and/or Services if, upon the acceptance of the Order by OA, the Customer is provided with an Order Confirmation. 2.6 OA may terminate this Agreement at any time before the Delivery of Goods and/or provision of Services to the Customer by giving written notice to the Customer. OA shall not be liable for any Claim, Loss or damage whatsoever arising from such cancellation. 2.7 For the avoidance of doubt, OA is under no legal obligation to accept any Order of the Customer. The Customer acknowledges that OA’s ability to accept or fulfil an Order is subject to the availability of stock and/or the capacity of OA (whether in relation to the availability of servicing personnel or otherwise) to meet an Order of the Customer. OA may at its sole and absolute discretion and for any reason whatsoever reject any Order from the Customer. 2.8 An Order may only be made by the Customer to OA: (a) in writing or by electronic data interchange (email); (b) by telephone, if within 3 business days of the placement of the Order, it is confirmed by a means outlined in clause 2.8(a); or (c) via the online eStore at xxxxx://xxxxx.xxxxxx.xxx.xx/. 2.9 The Agreement resulting from the provision of the Order Confirmation to the Customer cannot be terminated or cancelled by the Customer for any reason without OA’s prior written consent and OA may at its discretion impose a reasonable cancellation fee (including, without limitation, a Claim for any Loss or loss of profits suffered by OA). 2.10 A minimum Order value of $75.00 (excluding GST) applies to all Orders. OA may impose a $10.00 surcharge for any Orders placed under the minimum Order value. 2.11 OA may impose a minimum order quantity / volume to certain product ranges at its sole discretion from time to time. 2.12 The Customer must review all invoices issued by OA and advise OA of any errors or omissions before the invoice due date. If lf the Customer does not advise OA of any errors or omissions by the invoice due date, the invoice is deemed valid and the Customer accepts liability for the invoice in full.

Formation of Agreement. 2.1 These Terms and Conditions supersede all previous Terms and Conditions imposed by OA (including any terms and conditions which are inconsistent with these Terms and Conditions) and may only be varied in writing by OA. 2.2 Each Order will constitute an offer by the Customer to purchase Goods and/or Services from OA upon and subject to these Terms and Conditions. Any Price lists price lists, proposals or Quotes given by OA to the Customer are an invitation to the Customer to place an Order with OA only and do not constitute an offer capable of acceptanceacceptance by the Customer. 2.3 The Quote, the Order Confirmation and Confirmation, these Terms and Conditions and the OA OCS Warranty Program, constitute the entire Agreement between the parties. Any prior understandings, representations, variations, exclusions and/or qualifications of any kind whatsoever (whether contained in any purchase order or document of the Customer, expressed verbally or contained in any writing) shall not be binding on the parties except to the extent incorporated expressly in writing into the Agreement or expressly agreed in writing by OA. 2.4 A Quote submitted by OA to the Customer may be varied or withdrawn at any time prior to the acceptance of an Order by OA. Clerical or other errors made in respect of any Quote issued shall be subject to correction by OA. 2.5 A binding Agreement will only be made between OA and the Customer for the sale and purchase of Goods and/or Services if, upon the acceptance of the Order by OA, the Customer is provided with an Order Confirmation. 2.6 OA may terminate this Agreement at any time before the Delivery of Goods and/or provision of Services to the Customer by giving written notice to the Customer. OA shall not be liable for any Claim, Claim or Loss or damage whatsoever arising from such cancellation. Provided the Customer is not at fault for the cancellation, OA will refund any deposit or monies paid by the Customer in relation to any invoice/s issued by OA in respect of the Order. 2.7 For the avoidance of doubt, OA is under no legal obligation to accept any Order of the Customer. The Customer acknowledges that OA’s ability to accept or fulfil an Order is subject to the availability of stock and/or the capacity of OA (whether in relation to the availability of servicing personnel or otherwise) to meet an Order of the Customer. OA may at its sole and absolute discretion and for any reason whatsoever reject any Order from the Customer. 2.8 An Order may only be made by the Customer to OA: (a) in writing or by electronic data interchange (email); (b) by telephone, if within 3 business days of the placement of the Order, it is confirmed by a means outlined in clause 2.8(a); or (c) via the online eStore at xxxxx://xxxxx.xxxxxx.xxx.xx/. 2.9 The Agreement resulting from the provision of the Order Confirmation to the Customer cannot be terminated or cancelled by the Customer for any reason without OA’s prior written consent approval (unless it is otherwise permitted under the provisions of these Terms and Conditions or at law) and to the extent that any such termination or cancelation by the Customer is unlawful or constitutes a breach of this Agreement, OA may at its discretion impose a reasonable cancellation fee against the Customer (including, without limitation, a Claim for any Loss or loss of profits suffered by OA). 2.10 A minimum Order value of $75.00 (excluding GST) applies to all Orders. OA may impose a $10.00 surcharge for any Orders placed under the minimum Order value. 2.11 OA may impose a minimum order quantity / volume to certain product ranges at its sole discretion from time to time. 2.12 The Customer must review all invoices issued by OA and advise OA of any errors or omissions before the invoice due date. If the Customer does not advise OA of any errors or omissions by the invoice due date, the invoice is deemed valid and the Customer accepts liability for the invoice in full, without any deductions or set off whatsoever. 2.12 The Customer agrees to be bound by any subsequent versions of these Terms and Conditions as they appear on the website xxxxx://xxx.xxxxxx.xxx/en/australia/ in respect of any further Orders placed by the Customer immediately following such changes. OA will notify the Customer of the existence of the new version of these Terms and Conditions. If this occurs, and the Customer does not agree to be bound by the new version of the Terms and Conditions, the Customer may terminate the Agreement with immediate effect, save that OA will be entitled to be paid by the Customer for all Goods and/or Services supplied, or to be supplied, to the Customer pursuant to any existing Order/s, including the Price, fees and charges incurred, or to be incurred, by OA, to the date of termination of the Agreement by the Customer. A copy of any subsequent versions of these Terms and Conditions may be obtained from OA by the Customer on the Customer’s request via telephone or email.