MISCELLANEOUS. This Agreement constitutes the entire agreement and understanding of the parties with respect to its subject matter and supersedes all prior oral and written communications with respect thereto. Each of the parties acknowledges that in entering into this Agreement it has not relied on any oral or written representation, warranty or other assurance of the other Party and waives all rights which might otherwise be available to it in respect thereof. If, at any time, any term of this Agreement is or becomes illegal, invalid or unenforceable in any respect, this will not affect the legality, validity or enforceability in that jurisdiction of any other term of this Agreement. No failure or delay in exercising any right in respect of this Agreement will be presumed to operate as any waiver thereof, and no single or partial exercise of any right will be presumed to preclude any subsequent or further exercise of that right or the exercise of any other right.
MISCELLANEOUS a) Any notice required or permitted to be given by either party to the other under these GTC shall be in Writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
b) No waiver by Xxxxxxxxx of any breach of the Agreement by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision. Any purported waiver by Xxxxxxxxx will be void and ineffective unless it is in writing and signed by a properly authorized Representative of Sartorius.
c) If individual provisions of these GTC are or become fully or partially ineffective, the remaining provisions of the GTC shall not be affected thereby. This also applies if an unintended omission is found in the Agreement. A fully or partially ineffective provision shall be replaced or an unintended omission in the GTC shall be filled by an appropriate provision which, as far as is legally possible, most closely approximates to the original intention of the contractual parties or to what they would have intended according to the meaning and purpose of these GTC had they been aware of the ineffectiveness or omission of the provision(s) in question.
d) This Agreement will be governed by and construed in accordance with the laws of Argentina. The United Nations Convention on Contracts for the International Sale of Goods (the Vienna Sales Convention) is not applicable to this Agreement. In the event the Customer is located in Argentina, any disputes under this Agreement must be brought before the local courts of the registered office of Sartorius, and the Parties hereby consent to the personal jurisdiction and exclusive venue of these courts. Furthermore, Sartorius shall be entitled at its discretion to assert its own claims at the Customer’s place of jurisdiction. After a lawsuit has been filed, the Customer shall be limited, on the basis of his or her own rights and claims, to bring a counterclaim before the particular court before which the original action has been brought or to offset his or her own claim against the claim lodged in said action before the court. In the event the Customer is located outside Argentina, all dispute, controversy or claim arising out of or relating to this Agreement or its validity shall be finally settled according to the ICC Rules of Conciliation and Arbitration without recourse to the ordin...
MISCELLANEOUS. 1.1. Further Assurances. Each party to this Guaranty shall execute all instruments and documents and take all actions as may be reasonably required to effectuate this Guaranty.
MISCELLANEOUS a) Any notice required or permitted to be given by either party to the other under these GTC shall be in Writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
b) No waiver by Sartorius of any breach of the Agreement by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision.
c) If individual provisions of these GTC are or become fully or partially ineffective, the remaining provisions of the GTC shall not be affected thereby. This also applies if an unintended omission is found in the Agreement. A fully or partially ineffective provision shall be replaced or an unintended omission in the GTC shall be filled by an appropriate provision which, as far as is legally possible, most closely approximates to the original intention of the contractual parties or to what they would have intended according to the meaning and purpose of these GTC had they been aware of the ineffectiveness or omission of the provision(s) in question.
d) This Agreement will be governed by and construed in accordance with the laws of Spain. The United Nations Convention on Contracts for the International Sale of Goods (the Vienna Sales Convention) is not applicable to this Agreement. In the event the Customer is located in the European Union or UK, any disputes under this Agreement must be brought before the local courts of the registered office of Sartorius, and the Parties hereby consent to the personal jurisdiction and exclusive venue of these courts. Furthermore, Sartorius shall be entitled at its discretion to assert its own claims at the Customer’s place of jurisdiction. After a lawsuit has been filed, the Supplier shall be limited, on the basis of his or her own rights and claims, to bring a counterclaim before the particular court before which the original action has been brought or to offset his or her own claim against the claim lodged in said action before the court. In the event the Customer is located outside the European Union or UK, all dispute, controversy or claim arising out of or relating to this Agreement or its validity shall be finally settled according to the ICC Rules of Conciliation and Arbitration without recourse to the ordinary courts of law (except as regards interlocutory relief). The place of arbitration is the place of the registered office of ...
MISCELLANEOUS. 7.1. Governing Law and Exclusive Forum. The construction, interpretation and performance of this Agreement, as well as the legal relations of the parties, shall be governed by and construed in accordance with the laws identified as the Governing Law for the applicable Contract Jurisdiction in Table 1, without regard to its choice of law principles. All disputes arising under this Agreement shall be heard only by a court of competent jurisdiction in the Venue in the applicable Contract Jurisdiction in Table 1, and You submit to the jurisdiction of such courts for the purpose of litigating such disputes.
7.2. Severability. If any part of this Agreement shall be held invalid or unenforceable, such determination shall not affect the validity or enforceability of any remaining portion, which shall remain in force and effect as if this Agreement had been executed with the invalid or unenforceable portion thereof eliminated.
MISCELLANEOUS. This Agreement constitutes the entire agreement and understanding of the parties with respect to its subject matter and A los efectos del presente Contrato, se entiende por “Filial”, cualquier filial de MIBGAS filial de una filial de MIBGAS, una entidad matriz de MIBGAS o cualquier filial de dicha matriz.
MISCELLANEOUS. This Agreement shall be governed by the laws of the State of Colorado. Xxxxxx acknowledges having read and understood all of the terms and provisions of this Agreement and agrees to be bound thereby. All references to “Lessee” herein shall include and mean all occupants of the Home set forth in the Application, provided such occupants have been approved by Lessor in writing. Time is of the essence of this Agreement. The provisions of this Agreement shall be severable; if any provision is held invalid or unenforceable by any court of law for any reason whatsoever, the remaining provisions shall not be affected and shall be in full force and effect. To the extent any term of this Agreement contradicts or is violative of any provision of Colorado law, including without limitation, the Act codified at C.R.S. § 38-12- 201, et seq., this Agreement shall automatically be modified to conform to comply with such law or regulation.
MISCELLANEOUS. 15.1 Except as otherwise provided, neither Party shall be liable for loss, damage, claims or demands of any nature arising out of delays or defaults in performance under the Order due to force majeure, which shall include, but not be limited to: acts of God or of the public enemy; floods or fire; hostilities or war (whether declared or undeclared) terrorist acts; blockade; labor disturbances, strikes, riots, insurrection or civil commotion; quarantine restrictions, pandemics or epidemics; earthquakes; hurricanes, tides, frosts, storms, bad weather or other forces of nature; accidents; breakdown or injury to producing or delivering facilities; or law, decrees, regulation, orders or other directives or actions of either general or particular application of a port or custom authority or any governmental authority or agency thereof or of a person or authority purporting to act thereof, or request of any such person or authority. It is expressly understood that if Seller’s supply is interrupted, Seller shall be obligated to seek alternative sources of supply to sell the Items to Buyer. If, as a result of force majeure, Seller at any time does not have available a sufficient amount of Goods to supply Buyer and any other customers to which Seller may have commitments to sell Goods, Seller shall be obligated to prorate the Items available to it for sale among its customers, including Buyer. In the event that either Party hereto is rendered unable, in whole or in part, to carry out its obligations under this Contract and/or Purchase Order due to a force majeure event, such Party shall give notice and details of the force majeure event in writing to the other Party within the following five (5) Business Days after its occurrence. In case of force majeure, the obligations of the Parties shall be suspended during the continuance of any inability so caused. If such suspension continues for a period of more than one hundred and twenty (120) Days, either Party shall have the right to terminate the corresponding Purchase Order in whole or in part, without incurring any liability whatsoever.
15.2 Buyer reserves the right to suspend and/or reinstate Services or the delivery of Goods covered by an Order in whole or in part. Any instructions for suspension or reinstatement shall be issued by Buyer to Seller in writing. The Delivery Time shall be extended for a period equal to the execution time lost by reasons of the suspension. Seller shall notify Buyer if any additional cos...
MISCELLANEOUS. (1) Any reference in this Agreement to gender shall include all genders, and words importing the singular number only shall include the plural and vice versa.
(2) There are no representations, warranties, conditions or other agreements, express or implied, statutory or otherwise, between the Parties in connection with the subject matter of this Agreement, except as specifically set forth herein.
(3) The Parties shall attempt to resolve any disputes between them prior to resorting to litigation through mutual understanding or a mutually acceptable Arbitrator.
(4) This Agreement shall inure to the benefit of and be binding upon Registrar and the Registrant as well as all respective successors and permitted assigns.
(5) Survival: In the event of termination of this Agreement for any reason, Sections 1, 2, 4, 5, 6, 7, 10, 11, 12, 13, 14, 16, 17, 20, 21, 22, 9, 10, 11, 12, 13, 14, 16, 17, 18, 21, 22, 23, 23(3), 23(5), 23(7), 23(11), 24(2) and all of Appendix A, and all Sections of Appendix B, and Sections 1, 2, 3 of Appendix W shall survive.
(6) This Agreement does not provide and shall not be construed to provide third parties (i.e. non- parties to this Agreement), with any remedy, claim, and cause of action or privilege against Registrar.
(7) The Registrant, Registrar, its Service Providers, Registry Operator, Resellers, and Customer are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, and sales representative or employment relationship between the parties.
(8) Further Assurances: Each Party hereto shall execute and/or cause to be delivered to the other Party hereto such instruments and other documents, and shall take such other actions, as such other Party may reasonably request for the purpose of carrying out or evidencing any of the transactions contemplated / carried out, by / as a result of, this Agreement.
MISCELLANEOUS. (a) The fact that ECOLAB has placed any POs with Supplier and has accepted this Agreement shall not mean that ECOLAB has granted exclusivity to Supplier. (b) Any amendment to this document shall only be valid if an amendment is executed by the Parties involved. (c) All communication related to this Contract must be made in writing, with notice of receipt.