Common use of General Orders Clause in Contracts

General Orders. Supplier shall provide Software, Hardware and/or perform Services as designated in a document executed by the Parties and referred to as an Order to this Agreement. Unless otherwise set forth in an Order, Software, Hardware and/or Services, as the case may be, shall be deemed accepted by VWLLC upon VWLLC’s written notice of such acceptance to Supplier. Each Order incorporates by reference and is governed by these Terms. Each Purchase Order or revision thereof issued by VWLLC is an offer to the Supplier identified on the Purchase Order for the purchase of Goods and/or Services. When accepted, a Purchase Order supersedes all prior agreements, purchase orders, quotations, proposals and other communications regarding the Goods and/or Services covered by the Purchase Order, except that a prior agreement signed by an authorized representative of VWLLC (e.g. the Order, an RFQ or Non-Disclosure Agreement) will continue to apply. Supplier accepts a Purchase Order, including these Terms, and forms a contract by doing any of the following: (a) commencing any work under the Purchase Order; (b) accepting the Purchase Order in writing; or (c) any other conduct that recognizes the existence of a contract with respect to the subject matter of the Purchase Order. The Purchase Order does not constitute an acceptance of any offer or proposal made by Supplier. Any reference in the Purchase Order to any offer or proposal made by Supplier is solely to incorporate the description or specifications of Goods and/or Services in the prior proposal, but only to the extent that the description or specifications do not conflict with the description and specifications in the Purchase Order. Any additional or different terms proposed by Supplier, whether in Supplier’s quotation, acknowledgement, invoice or otherwise, shall be deemed a material alteration of these Terms, and are hereby objected to and rejected by VWLLC; provided, that any such proposal or attempted variance shall not operate as a rejection of the Purchase Order if Supplier accepts VWLLC’s offer by commencement of work, shipment of the Goods, acceptance of the Order in writing or by other means acceptable to VWLLC, in which case the Purchase Order shall be deemed accepted by Supplier without any additional or different terms or variations. Each Purchase Order is limited to and conditional upon Supplier’s acceptance of these Terms exclusively. An Order and these Terms, and any attachments thereto, shall be considered the complete agreement between VWLLC and Supplier with respect to the subject matter hereof and shall supersede any prior or contemporaneous agreements relating thereto. Any modification of these Terms must be expressly stated in the Order. Each Order can be modified only in accordance with Section 6 and 26.7. In the event of a conflict, a signed agreement shall take precedence over a Purchase Order, and a Purchase Order shall take precedence over these Terms. References herein to “including” shall be deemed to mean “including, but not limited to,” or “including, without limitation” or such similar meaning.

General Orders. Supplier shall provide Software, Hardware and/or perform Services as designated in a document executed by the Parties and referred to as an Order to this Agreement. Unless otherwise set forth in an Order, Software, Hardware and/or Services, as the case may be, shall be deemed accepted by VWLLC VWGOA upon VWLLCVWGOA’s written notice of such acceptance to Supplier. Each Order incorporates by reference and is governed by these Terms. Each Purchase Order or revision thereof issued by VWLLC VWGOA is an offer to the Supplier identified on the Purchase Order for the purchase of Goods and/or Services. When accepted, a Purchase Order supersedes all prior agreements, purchase orders, quotations, proposals and other communications regarding the Goods and/or Services covered by the Purchase Order, except that a prior agreement signed by an authorized representative of VWLLC VWGOA (e.g. the Order, an RFQ or Non-Disclosure Agreement) will continue to apply. Supplier accepts a Purchase Order, including these Terms, and forms a contract by doing any of the following: (a) commencing any work under the Purchase Order; (b) accepting the Purchase Order in writing; or (c) any other conduct that recognizes the existence of a contract with respect to the subject matter of the Purchase Order. The Purchase Order does not constitute an acceptance of any offer or proposal made by Supplier. Any reference in the Purchase Order to any offer or proposal made by Supplier is solely to incorporate the description or specifications of Goods and/or Services in the prior proposal, but only to the extent that the description or specifications do not conflict with the description and specifications in the Purchase Order. Any additional or different terms proposed by Supplier, whether in Supplier’s quotation, acknowledgement, invoice or otherwise, shall be deemed a material alteration of these Terms, and are hereby objected to and rejected by VWLLCVWGOA; provided, that any such proposal or attempted variance shall not operate as a rejection of the Purchase Order if Supplier accepts VWLLCVWGOA’s offer by commencement of work, shipment of the Goods, acceptance of the Order in writing or by other means acceptable to VWLLCVWGOA, in which case the Purchase Order shall be deemed accepted by Supplier without any additional or different terms or variations. Each Purchase Order is limited to and conditional upon Supplier’s acceptance of these Terms exclusively. An Order and these Terms, and any attachments thereto, shall be considered the complete agreement between VWLLC VWGOA and Supplier with respect to the subject matter hereof and shall supersede any prior or contemporaneous agreements relating thereto. Any modification of these Terms must be expressly stated in the Order. Each Order can be modified only in accordance with Section 6 and 26.7. In the event of a conflict, a signed agreement shall take precedence over a Purchase Order, and a Purchase Order shall take precedence over these Terms. References herein to “including” shall be deemed to mean “including, but not limited to,” or “including, without limitation” or such similar meaning.