Common use of Limits of Agreement Clause in Contracts

Limits of Agreement. Coherent Aerospace & Defense, Inc. or its Affiliate named on the face of the quote (such entity, “Coherent A&D”) hereby offers to sell to the buyer identified on the face of the quote (“Buyer”), or accepts the Buyer’s offer to purchase, any of the products (“Products”) or services (“Services”) set forth on the face of the applicable quote solely in accordance with both (a) the terms and conditions contained in these Terms and Conditions of Sale (the “Sale Terms”); and (b) the terms and conditions set forth on the face of the quote provided by Coherent A&D to Buyer (the “Quote Terms,” together with the Sale Terms, the “Terms”). As used in the foregoing sentence, “Affiliates” shall mean any direct or indirect subsidiary or other entity which either controls, is controlled by, or is under common control with Coherent A&D, where “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of Coherent A&D, whether through the ability to exercise voting power or direct operations as otherwise duly authorized by officers, directors or management personnel. Unless otherwise expressly stated in writing, with respect to any conflicts between the Sale Terms and the Quote Terms, the Quote Terms will control. All offers by Coherent A&D to sell the Products or provide Services are expressly limited to the Terms, and the Terms shall take precedence over and void any additional, different, or conflicting terms or conditions presented to and/or accepted by Coherent A&D in any electronic portal utilized by Buyer in connection with this transaction or Buyer’s general vendor registration process. If Buyer has ordered Products or Services from Coherent A&D and such order is deemed by Coherent A&D to be an offer by Buyer, Coherent A&D’s acceptance of such offer is expressly conditioned on Buyer’s agreement to the Terms, to the exclusion of all other terms and conditions. Any additional, different, or conflicting terms or conditions proposed by Buyer in any offer, acceptance, or confirmation, including those set forth on any Buyer purchase order, specifications, or other documents issued by Buyer are considered by Coherent A&D to be requests for material alterations of the Terms, are hereby rejected, and will not be binding in any way on Coherent A&D. Buyer is hereby notified of Coherent A&D’s objection to all such additional, different, or conflicting terms and conditions. No waiver or amendment of any of the Terms will be binding on Coherent A&D unless made in a writing expressly stating that it is such a waiver or amendment and signed by an officer of Coherent A&D. Buyer will have accepted (and will be deemed to have accepted) these Terms if Buyer does any of the following: (a) accepts the Terms in writing, (b) pays (in part or whole) for any Products or Services, or (c) receives delivery of any Products or Services. All Coherent A&D offers are open for acceptance for no longer than the period stated on the face of the quote issued by Coherent A&D, or, when no period is stated, thirty (30) days from the date of the offer, but any offer may be withdrawn or revoked by Coherent A&D at any time prior to the receipt by Coherent A&D of Buyer’s acceptance of such offer. No person, including any sales representative, order gatherer, or liaison officer for Coherent A&D, is an agent for Coherent A&D or has authority to extend or accept an offer on Coherent A&D’s behalf.

Limits of Agreement. Coherent Aerospace & Defense, Inc. Corp. or its the Coherent Affiliate named on the face of the quote (such entity, “Coherent A&DCoherent”) hereby offers to sell to the buyer identified on the face of the quote (“Buyer”), or accepts the Buyer’s offer to purchase, any of the products (“Products”) or services (“Services”) set forth on the face of the applicable quote solely in accordance with both (a) the terms and conditions contained in these Coherent Corp. Terms and Conditions of Sale – North America (the “Sale North America Terms”); and (b) the terms and conditions set forth on the face of the quote provided by Coherent A&D to Buyer (the “Quote Terms,” together with the Sale North America Terms, the “Terms”). As used in the foregoing sentence, “Affiliates” shall mean any direct or indirect subsidiary or other entity which either controls, is controlled by, or is under common control with Coherent A&DCoherent, where “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of Coherent A&DCoherent, whether through the ability to exercise voting power or direct operations as otherwise duly authorized by officers, directors or management personnel. Unless otherwise expressly stated in writing, with respect to any conflicts between the Sale North America Terms and the Quote Terms, the Quote Terms will control. All offers by Coherent A&D to sell the Products or provide Services are expressly limited to the Terms, and the Terms shall take precedence over and void any additional, different, or conflicting terms or conditions presented to and/or accepted by Coherent A&D in any electronic portal utilized by Buyer in connection with this transaction or Buyer’s general vendor registration process. If Buyer has ordered Products or Services from Coherent A&D and such order is deemed by Coherent A&D to be an offer by Buyer, Coherent A&DCoherent’s acceptance of such offer is expressly conditioned on Buyer’s agreement to the Terms, to the exclusion of all other terms and conditions. Any additional, different, or conflicting terms or conditions proposed by Buyer in any offer, acceptance, or confirmation, including those set forth on any Buyer purchase order, specifications, or other documents issued by Buyer are considered by Coherent A&D to be requests for material alterations of the Terms, are hereby rejected, and will not be binding in any way on Coherent A&D. Coherent. Buyer is hereby notified of Coherent A&DCoherent’s objection to all such additional, different, or conflicting terms and conditions. No waiver or amendment of any of the Terms will be binding on Coherent A&D unless made in a writing expressly stating that it is such a waiver or amendment and signed by an officer of Coherent A&D. Coherent. Buyer will have accepted (and will be deemed to have accepted) these Terms if Buyer does any of the following: (a) accepts the Terms in writing, (b) pays (in part or whole) for any Products or Services, or (c) receives delivery of any Products or Services. All Coherent A&D offers are open for acceptance for no longer than the period stated on the face of the quote issued by Coherent A&DCoherent, or, when no period is stated, thirty (30) days from the date of the offer, but any offer may be withdrawn or revoked by Coherent A&D at any time prior to the receipt by Coherent A&D of Buyer’s acceptance of such offer. No person, including any sales representative, order gatherer, or liaison officer for Coherent A&D, is an agent for Coherent A&D or has authority to extend or accept an offer on Coherent A&D’s behalf.thirty