Common use of MODIFICATION OF CONTRACT TERMS Clause in Contracts

MODIFICATION OF CONTRACT TERMS. 1. The terms and conditions set forth in the Contract shall govern all transactions by Authorized Users under this Contract. The Contract may be modified or amended only upon mutual written agreement of the Commissioner and Contractor. Notwithstanding the foregoing, Authorized Users recognize that the Card Organization Rules are periodically updated, and as a result, Contractor may periodically require Authorized Users to agree to updated terms and conditions. 2. Additional or Alternative Terms and Conditions in an Authorized User Agreement A Contractor can propose additional or alternative terms and conditions for a specific Authorized User transaction only in the Contractor’s response to an Authorized User quote. A Contractor cannot require an Authorized User to agree to additional or alternative terms and conditions as a condition to the Contractor submitting a response to an Authorized User quote. Additional or alternative terms and conditions may, in the discretion of the Authorized User, be allowed as part of a Contractor’s response to an Authorized User quote and incorporated into the Authorized User Agreement provided that all of the following conditions are met: a. The Contractor identifies where such additional or alternative terms and conditions may be found in Contractor’s response to the Authorized User quote; and b. The Authorized User determines that the inclusion of such additional or alternative terms and conditions results in a transaction which is, on an overall basis, more favorable to the Authorized User than if the transaction did not include such additional or alternative terms and conditions; and c. The Authorized User accepts such additional or alternative terms and conditions. 3. Notwithstanding subparagraph 2 above, no additional or alternative term or condition shall be valid or binding on the Authorized User to the extent that such additional or alternative term or condition is less favorable to the Authorized User than, or conflicts with, any of the following provisions: All provisions of Appendix A (Standard Clauses for New York State Contracts), Appendix B Sections 43 (Termination), 56 (Indemnification), 57 (Indemnification Relating to Infringement, as revised by Section 3.7, Appendix B Amendments), and 58 (Limitation of Liability, as revised by Section 3.7, Appendix B Amendments), Section