Sale and Purchase of Goods Sample Clauses

Sale and Purchase of Goods. 1.1 Placement of an order, either verbally or in writing, shall imply acceptance of the terms by the customer. Upon the acceptance of the customer’s order by the Supplier, the Supplier agrees to supply and the customer agrees to purchase the goods on the terms. 1.2 Where this sale relates to goods the subject of a written contract between the Supplier and the customer, the terms of that contract apply and prevail to the extent of any inconsistency with these terms. Otherwise, the Supplier and customer agree the terms contain the entire agreement and understanding of the customer and the Supplier in respect of the sale and purchase of the goods and supersede all prior discussions and replace in total any terms and conditions containedin or referred to in the customer’s order. These terms can only be amended, varied orwaivedin writing signed by the customer and an authorised officer of the Supplier. The only other terms and conditions which are incorporated in this agreement are those terms and conditions incorporated by law (including any consumer legislation) in an agreement of this nature and which cannot be excluded. Nothingin this agreement whetherexpress or implied, will betakentoexclude, restrict ormodify anysuch non-excludableconditions, warranties or rights. 1.3 The Supplier may vary these terms and conditions by notice in writing to the customer. The customer agrees that the purchase of any goods after the date of notice of variation will be deemed to be acceptance of such varied terms and conditions. 1.4 A quotation given by the Supplier shall not constitute an offer to sell goods to the customer. The Supplier reserves the right in its absolute discretion to accept or reject any offer made by the customer on the basis of any quotation or otherwise, without providing any reason. 1.5 The Supplier reserves the right to cancel any customer order wholly or partially and the Supplier shall not be responsible for any loss or damage thereby suffered by the customer. 1.6 The customer acknowledges that any request by the customer for a cancellation of an order for goods may be accepted or declined by the Supplier at the Supplier’s sole discretion for any reason whatsoever and without assigning the reasons therefore.
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Sale and Purchase of Goods. 3.1 The Parties agree that the sale of any Goods between them shall be governed by these Terms and Conditions. If any wording in any subsequent agreement relating to the sale of Goods is contrary to, or inconsistent with, the text hereof, the text hereof shall prevail unless it is clearly specified in the “Special Condition” Section of such agreement’s SOW. 3.2 The Supplier shall be responsible for any expenses, taxes and duties, including Value Added Tax (VAT), costs, customs clearance expenses, application fees for clearance certificates from the Customs Department, any other expenses associated with the importation of the Goods into the Territory and/or compliance with these Terms and Conditions. The Supplier shall promptly furnish to the Recipient, without charge, evidence of the payment thereof, if so requested by the Recipient.
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Sale and Purchase of Goods. 4.1 From time to time during the term of this Agreement, Consignee shall purchase Goods consigned hereunder for use in its operations. Consignee shall to do so within sixty (60) days after the date Goods are delivered by Consignor to the Facility. Purchase of Goods shall occur upon sale and such sale to Consignee shall be effective as of the date of removal. Notwithstanding the foregoing, Consignee may purchase Goods pursuant to this Agreement only so long as Consignor is satisfied in all respects, in its sole discretion, with the creditworthiness of Consignee. At no time shall the invoice value of Goods ordered by Consignee, when such value is added to the invoice value of Goods delivered to but not yet purchased by Consignee in accordance with the terms hereof, exceed $500,000.00. 4.2 All Goods remaining unsold at the Facility on or after Sixty (60) days after delivery thereof shall be deemed to be purchased by Consignee. 4.3 In the event Consignee’s customer is factor approved by Consignor, Consignee shall buy Goods from ITOCHU in an amount equal to wholesale plus four percent (4%) and then sell said Goods back to ITOCHU in the amount of the wholesale price plus two and a half percent (2.5%). ITOCHU shall then have the right to sell such Goods directly to customer. Consignee shall sell Goods directly to all customers that are not factor approved by Consignor. 4.4 All purchases of Goods pursuant to this Article 4 shall occur at the prices and subject to such other terms and conditions as are set forth herein, set forth on Annex 1 attached hereto and incorporated herein, set forth in the Sales Confirmation or otherwise agreed to in writing between Consignor and Consignee. 4.5 On the 15th and 30th of each month, Consignee shall deliver (by fax copy or electronic mail) to Consignor a written report setting forth with respect to the period covered (a) the volume of Goods delivered to Consignee at the Facility; (b) the volume of goods withdrawn from the Segregated Area and (c) any adjustments to the inventory of Goods maintained by Consignee as a result of loss of or damage to Goods. 4.6 All goods which are withdrawn by Consignee from the Segregated Area for use in Consignee’s operations shall be removed on a first in, first out basis, measured from the date of Consignee’s receipt of Goods.
Sample 1
Sale and Purchase of Goods. From time to time during the Term of this Agreement, the Seller hereby agrees to supply, and Bxxxx agrees to purchase, the Goods from the Seller in accordance with the provisions hereof.
Sample 1
Sale and Purchase of Goods. Subject to the Buyer having complied with all of its obligations in this Contract, the Company shall sell to the Buyer and the Buyer shall purchase from the Company, the Goods in accordance with the terms and conditions of this Contract. The Buyer shall: if the Parties have agreed that a Deposit is payable: pay a sum equal to the Deposit to the Company on or before the Deposit Payment Date. The Buyer agrees that the Deposit is non-refundable; and pay a sum equal to the Total Price (less an amount equal to the Deposit) to the Company on or before the Payment Date. If the Parties have agreed that there is more than one Payment Date for the payment of such sum, the Buyer shall make payments in respect of such sum on or before the relevant Payment Dates in accordance with the requirements set out in the Contract Particulars. if the Parties have agreed that no Deposit is payable, pay a sum equal to the Total Price to the Company on or before the Payment Date. If the Parties have agreed that there is more than one Payment Date for the payment of the Total Price, the Buyer shall make payments in respect of the Total Price on or before the relevant Payment Dates. The Total Price is exclusive of any applicable excise, value added tax, sales, use or similar taxes save where otherwise stated. If any such taxes apply to the sale or purchase of the Goods and the Buyer has not provided the Company with a valid exemption certification, all such taxes shall be: in addition to the Total Price; the responsibility of the Buyer; and paid to the Company by the Buyer on or before the last date for any payment in respect of the Total Price pursuant to Clause 3.2. The Buyer shall pay all taxes assessed on or levied against Buyer in connection with the purchase of the Goods and shall defend, indemnify and hold harmless the Company from and against any and all claims and / or liability for income, excess profits, corporation and any other taxes, fines, penalties and interest thereon assessed or levied by any governmental authority against any member of Buyer Group or against the Company in relation to the sale and purchase of the Goods.
Sample 1
Sale and Purchase of Goods. 3.1 The Seller is taken to have exclusively accepted, and is immediately bound (jointly and severally if the Seller comprises more than one person) by the Purchase Contract and these Terms by requesting the Company, or accepting the Company’s request, to purchase any Goods or to provide any other goods or services notwithstanding anything that may be stated to the contrary. 3.2 The Seller agrees to sell and the Company agrees to buy the Goods for the Purchase Price on the terms and conditions set out in this Agreement. 3.3 The Seller shall sell the Goods free of any Encumbrances.
Sample 1
Sale and Purchase of Goods 
Sample 1
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Related to Sale and Purchase of Goods

  • PURCHASE OF GOODS To the extent that the Contract involves any purchase of the Goods, whether in whole or in part, and unless specifically stated otherwise in the Contract, the following conditions shall apply to such purchases under the Contract:

  • Sale and Purchase Upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Fund agrees to sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Fund the aggregate number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto in each case at a purchase price of $14.325 per Share. The Fund is advised that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as they may determine. In addition, the Fund hereby grants to the several Underwriters the option to purchase, and upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Fund, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Fund for the Firm Shares. This option may be exercised by you on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth day following the date hereof, by written notice to the Fund. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the "Additional Time of Purchase"); provided, however, that the Additional Time of Purchase shall not be earlier than the Time of Purchase (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares). The Fund also agrees, subject to the terms and conditions set forth herein, to sell to the Investment Manager, and, upon the basis of the representations, warranties and agreements of the Fund contained herein, the Investment Manager shall have the right to purchase from the Fund, at the same purchase price per share as the Underwriters shall pay for the Additional Shares, up to an aggregate of 1,000 Shares (the "Investment Manager Shares").

  • Release of Goods 1. Each Party shall adopt or maintain simplified customs procedures for the efficient release of goods in order to facilitate trade between the Parties. 2. Pursuant to paragraph 1, each Party shall adopt or maintain procedures that: (a) provide for the immediate release of goods upon receipt of the customs declaration and fulfillment of all applicable requirements and procedures; (b) provide for the electronic submission and processing of documentation and data, including manifests, in advance of the arrival of the goods in order to expedite the release of goods from customs control upon arrival; (c) allow goods to be released at the point of arrival without requiring temporary transfer to warehouses or other facilities; and (d) require that the importer be informed if a Party does not promptly release goods, including, to the extent permitted by its law, the reasons why the goods are not released and which border agency, if not the customs administration, has withheld release of the goods. 3. Each Party shall adopt or maintain procedures that provide for the release of goods prior to a final determination and payment of any customs duties, taxes, fees, and charges imposed on or in connection with importation of the goods, when these are not determined prior to or promptly upon arrival, provided that the goods are otherwise eligible for release and any security required by the importing Party has been provided. 4. If a Party allows for the release of goods conditioned ona security, it shall adopt or maintain procedures that: (a) ensure that the amount of the security is no greater than that required to ensure that obligations arising from the importation of the goods will be fulfilled; (b) ensure that the security shall be discharged as soon as possible after its customs administration is satisfied that the obligations arising from the importation of the goods have been fulfilled or, for instruments covering multiple entries, until it is no longer required by the customs administration; and (c) allow an importer to provide security using a non-cash financial instrument, including, if applicable, when an importer frequently enters goods, an instrument covering multiple entries. 5. Nothing in this Article requires a Party to release a good if its requirements for release have not been met nor prevents a Party from liquidating a security in accordance with its law. 6. Each Party shall allow, to the extent practicable, goods intended for import to be moved within its territory under customs control from the point of entry into the Party's territory to another customs office in its territory from where the goods are intended to be released, provided the applicable regulatory requirements are met.

  • Sale and Purchase of Stock 10 2.1. Sale and Purchase of Stock, Etc.......................................................10 2.2. Deposit...............................................................................10 2.3.

  • Sale and Purchase of Shares Upon the terms and subject to the conditions contained herein, on the Closing Date the Seller shall sell, assign, transfer, convey and deliver to the Purchaser, and the Purchaser shall purchase from the Seller, all of the Shares.

  • Sale of Goods The Hirer shall, if selling goods on the premises, comply with Fair Trading Laws and any code of practice used in connection with such sales. In particular, the Hirer shall ensure that the total prices of all goods and services are prominently displayed, as shall be the organiser’s name and address and that any discounts offered are based only on Manufacturers’ Recommended Retail Prices.

  • SALE AND PURCHASE OF NOTES Subject to the terms and conditions of this Agreement, the Company will issue and sell to each Purchaser and each Purchaser will purchase from the Company, at the Closing provided for in Section 3, Notes in the principal amount specified opposite such Purchaser’s name in Schedule A at the purchase price of 100% of the principal amount thereof. The Purchasers’ obligations hereunder are several and not joint obligations and no Purchaser shall have any liability to any Person for the performance or non-performance of any obligation by any other Purchaser hereunder.

  • Sale and Purchase of the Assets Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, the Sellers shall sell, assign, transfer, convey and deliver to the Purchaser, and the Purchaser shall purchase and acquire from the Sellers, free and clear of all Liens, all right, title and interest of the Sellers in and to all of its properties, assets, contracts and rights, of every kind and description and wherever located, related to, used in or intended for use in connection with the Business as currently conducted or currently contemplated to be conducted, other than the Excluded Assets (as defined below) (collectively, the “Purchased Assets”), including without limitation the following: (a) all fixed assets, including, without limitation, all furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones and other tangible personal property wherever located, including, without limitation, those set forth on Schedule 2.1(a); (b) all inventory, stock in trade, merchandise, goods, supplies and other products, raw materials, work in progress, finished products, supply and packaging items, promotional materials and similar items, wherever located, including, without limitation, those set forth on Schedule 2.1(b) (collectively, the “Inventory”); (c) all Permits, including, without limitation, those set forth on Schedule 5.17; 4306983-11 (d) all contracts set forth on Schedule 2.1(d) (the “Assumed Contracts”) and all customer deposits and prepayments associated with any Assumed Contracts (the “Customer Deposits”), including, without limitation, those Customer Deposits set forth on Schedule 2.1(d); (e) all rights under or pursuant to all representations, warranties, guarantees and indemnities made by any third party related to any Purchased Assets; (f) all real property, leaseholds and subleaseholds in real property, and easements, rights-of-way and other appurtenants thereto; (g) all insurance proceeds, condemnation proceeds or rights, transferable or assignable claims for insurance proceeds, and any other claims, deposits (including security deposits), prepayments, prepaid assets, prepaid expenses (to be allocated pro rata), prepaid revenues, refunds, causes of action, rights of recovery, rights of setoff and rights of recoupment (including any such item related to the payment of Taxes); (h) all of the goodwill and going concern value relating to the Business or any of the Purchased Assets; (i) all of the Seller IP; and (j) all other intangible and tangible assets, including, without limitation, all Books and Records, computer hardware, Software and electronic data, all supplier information, lists and correspondence, all customer information, reservation data, lists and correspondence, all licensee information, lists and correspondence, equipment logs, operating guides and manuals, all sales records, all research, statistical, production, marketing and promotional materials, records, files, reports and other documents and data, all business post office boxes and business telephone listings, all research results and other know-how, and all other materials, records, files and data, in whatever form contained.

  • SALE AND PURCHASE OF THE SALE SHARES Subject to the terms of this Agreement, the Vendor shall sell, and the Purchaser shall procure the Purchaser Nominee to purchase, the legal and beneficial ownership in the Sale Shares, free from any Encumbrance, and together with all rights attaching or accruing to them after Completion, including all dividends and distributions declared, made or paid on or after the Completion Date. The Purchaser shall not be obliged to complete the purchase of any of the Sale Shares unless the purchase of all of the Sale Shares is completed simultaneously.

  • Sale and Purchase of Assets At the Closing, the Seller will sell, transfer, assign, convey, set over and deliver to the Purchaser, and the Purchaser will purchase, acquire and accept from the Seller all right, title and interest of the Seller in and to all of the assets, rights and properties of XxXxxxxxx Xxxxx, other than the Excluded Assets, that are owned or leased by the Seller primarily in connection with the conduct of the Business (collectively, the "PURCHASED ASSETS") including, without limitation, the following assets, rights and properties owned or leased by the Seller as of the Closing Date and primarily associated with the Business: (a) all machinery, equipment, motor vehicles, tools, dies, spare parts, furniture and fixtures, leasehold improvements, automobiles, trucks, non-inventoried supplies and other miscellaneous tangible personal property related to, used or held for use in connection with the Business as of the Closing Date including those assets listed on Schedule 2.1(a) that are not located at the Facility (collectively the "EQUIPMENT"); (b) all inventories of raw materials, work in process, finished products, goods, spare parts, replacement and component parts, and office, packaging and other supplies located at the Facility (collectively, the "INVENTORIES"); (c) all accounts and notes receivable and other current assets (other than the Inventories) of the Business, including without limitation all trade and other debts owed to the Seller in connection with the operation of the Business prior to the Closing Date; (d) the benefit of (but subject to the burden of) all contracts, agreements, leases, commitments, instruments, guaranties, bids, orders and proposals to which the Seller is a party primarily in connection with the Business as of the Closing Date, including the Assumed Contracts, but excluding all corporate-wide purchasing arrangements which relate generally to the Business and other divisions or business units of the Seller or any of its Affiliates and any other arrangements with other divisions or business units of the Seller or any of its Affiliates. Schedule 2.1(d) to this Agreement contains a complete list of all such contracts and other agreements to be transferred to the Purchaser hereunder (collectively, the "CONTRACTS"); (e) to the extent legally assignable, all Permits held by the Seller in connection with the Business as of the Closing Date; (f) all books, records (other than personnel records unless consented to by the relevant Employees), ledgers, files, documents, correspondence, lists, plats, drawings, creative materials, advertising and promotional materials, studies, reports and other printed or written materials used or held for use by the Seller primarily in connection with the Business which are material to continuing the operation of the Business as a going concern; (g) the real property owned by the Seller described on Schedule 4.8 of the Disclosure Schedules, together with all buildings, structures, improvements and fixtures and fittings located on or attached to such real property, and all rights appurtenant thereto (the "OWNED REAL PROPERTY"); (h) Intellectual Property used by the Seller and relating primarily to the Business, including the Seller's right to use the name "XxXxxxxxx Xxxxx" and the patents identified on Schedule 4.10; (i) all prepaid items, deposits and other similar rights to future services or goods of the Seller relating to the Business (the prepaid items, deposits and other similar items to be conveyed to the Purchaser pursuant hereto are hereinafter collectively referred to as the "PREPAID ITEMS"); (j) all rights of the Seller relating to the Business under express or implied warranties from suppliers with respect to the Purchased Assets to the extent the same are assignable; and (k) all other assets, whether tangible or intangible real or personal which exist on the Closing Date and which are primarily used in the Business.

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