Orders and Agreements Clause Samples

The "Orders and Agreements" clause defines how individual purchase orders or work orders interact with the overarching agreement between the parties. Typically, it clarifies that each order placed under the agreement is subject to the terms and conditions of the main contract, and may specify the process for submitting, accepting, or modifying orders. This clause ensures consistency and legal clarity by preventing conflicting terms in separate orders and streamlining the management of multiple transactions under a single contractual framework.
Orders and Agreements. 2.1 The Buyer undertakes to comply with the pro- visions of the present article in placing any orders with Caprari. It is therefore understood that orders that do not comply with the following provisions, as well as incomple- te or inaccurate orders shall not be processed by Caprari. 2.2 Caprari is not in any case obliged to accept orders from the Buyer, being free to make its own asses- sment of whether to accept an order or not and, conse- quently, whether to deliver the Products. 2.3 Orders of the Products shall be made by the Buyer by sending a written order to Caprari containing the elements indicated by Caprari itself as essential (by way of example: type of products, quantity, price).
View SourceView Similar (3)
Orders and Agreements. The execution and delivery of this Agreement by Seller and the performance of his obligations hereunder are not in violation or breach of, do not conflict with, or constitute a default under, and will not accelerate or permit the acceleration of the performance required by any of the terms or provisions of the Certificate of Incorporation or the By-laws of FOREM or any law, order, decree, note, debt instrument, security agreement, written or oral, to which Seller or FOREM is a party or by which Seller or FOREM is bound, and will not be an event which, after notice of lapse of time or both, will result in any such violation, breach, conflict, default or acceleration.
View SourceView Similar (2)
Orders and Agreements. 2.1 The Buyer undertakes to comply with the pro- visions of the present article in placing any orders with ▇▇▇▇▇▇▇ ▇▇. It is therefore understood that orders that do not comply with the following provisions, as well as in- complete or inaccurate orders shall not be processed by ▇▇▇▇▇▇▇ ▇▇. 2.2 ▇▇▇▇▇▇▇ ▇▇ is not in any case obliged to ac- cept orders from the Buyer, being free to make its own assessment of whether to accept an order or not and, consequently, whether to deliver the Products. 2.3 Orders of the Products shall be made by the Buyer by sending a written order to ▇▇▇▇▇▇▇ ▇▇ containing the elements indicated by ▇▇▇▇▇▇▇ ▇▇ itself as essential (by way of example: type of products, quantity, price). 2.4 ▇▇▇▇▇▇▇ ▇▇ - where intends to accept the order - shall send an order confirmation by electronic mail to the Buyer. The sale agreement shall be considered effective from the moment at which the Buyer receives the order confirmation by ▇▇▇▇▇▇▇ ▇▇, and the order shall not be re- voked or modified, in the absence of a written agreement between the Parties. 2.5 The order confirmation may contain other el- ements or values from those indicated in the order. It is Buyer’s responsibility to verify the correspondence of the order confirmation to the order and to communicate, within 5 (five) days from the order confirmation, its disa- greement or its eventual acceptance. Upon expiry of the 5 (five) days period from the receipt of the order confirma- tion, without the Buyer having made any communication, the order confirmation shall be considered tacitly accept- ed by the Buyer and the agreement shall be considered concluded under the conditions proposed by ▇▇▇▇▇▇▇ ▇▇ at last.
View SourceView Similar (2)
Orders and Agreements. 2.1 The Buyer undertakes to comply with the pro- visions of these Terms in placing any orders with Caprari. Any orders that do not comply with the following provi- sions, as well as incomplete or inaccurate orders shall not be processed by Caprari. 2.2 Caprari is not in any case obliged to accept orders from the Buyer, being free to make its own assess- ment of whether to accept an order or not and, conse- quently, whether a contract exists and to deliver the Prod- ucts. 2.3 Orders of the Products shall be made by the Buyer by sending a written order to Caprari containing the elements indicated by Caprari in writing from time to time as required (by way of example: type of products, quanti- ty, price). 2.4 When Caprari accepts an order it shall send an order confirmation by electronic mail to the Buyer (herein- after the “Order Confirmation”). The sale agreement shall be considered effective from the moment at which Caprari sends the Order Confirmation to the Buyer and the order shall not be revoked or modified without written agreement of both Parties or otherwise pursuant to these Terms. 2.5 The Order Confirmation may contain other el- ements or values from those indicated in the order. If the Buyer does not accept the variation from the order it must communicate, within 5 (five) days from the order confir- mation, its disagreement to such variation. Upon expiry of the 5 (five) days period from the date of the Order Con- firmation, without the Buyer having made any communi- cation, the agreement shall be concluded and binding on the Parties.
View SourceView Similar (2)
Orders and Agreements. The Seller agrees that all orders and/or agreements regarding Receivables sent by the Seller will include a choice of law provision substantially in the form attached hereto as Exhibit G identifying the law of a State as the governing law.
View Source
Orders and Agreements. 3.1. If the Customer places an Order by electronic means, ▇▇▇▇ ▇▇▇▇▇▇▇ will immediately confirm the receipt and acceptance of the Order by electronic means. An Order is only considered accepted if this is explicitly confirmed by Mama ▇▇▇▇▇▇▇ in writing. 3.2. Each Order specifies the main characteristics of the Products, the number of Products ordered, the total price of the Products ordered, the required delivery date, relevant delivery details, the Customer's obligations and full details of any input information to be provided by Mama Habesha. 3.3. If the Customer agrees a fixed or minimum volume of a Product with Mama Habesha, Mama Habesha is entitled to invoice the Customer for the full price of the fixed/minimum volume, irrespective of whether the Customer has actually placed an Order. The Customer is not allowed to cancel or reduce the desired volume fixed in an Order. 3.4. The Customer is required to provide Mama Habesha at all times with all details necessary for the execution of the Agreement, in full and on time, in the event of failure to do so the Customer will be liable for any damage resulting thereof. 3.5. In the case of Professional Parties, all (legal) acts and conduct performed by an employee of the Customer within the framework of the conclusion, execution and amendment of an Agreement or Order, are deemed to be performed on behalf of the Customer and are binding upon the Customer. The Customer cannot appeal to the fact that the Customer was not legally represented or bound.
View Source
Orders and Agreements. Each of Ferro Color and FPL agrees that all orders and/or other agreements regarding Receivables sent by such Seller will include a choice of law provision substantially in the form attached hereto as Exhibit G identifying the law of a State as the governing law.
View Source
Orders and Agreements. The terms of all RS Client Agreements will be determined by RS in its discretion. RS may add, delete or change agreements, licenses, prices, specifications, versions, and other Services in its discretion.
View Source

Related to Orders and Agreements

  • Contracts and Agreements The agreements and documents described in the Registration Statement and the Prospectus conform in all material respects to the descriptions thereof contained therein and there are no agreements or other documents required by the Securities Act to be described in the Registration Statement and the Prospectus or to be filed with the Commission as exhibits to the Registration Statement, that have not been so described or filed. Each agreement or other instrument (however characterized or described) to which the Company is a party or by which it is or may be bound or affected and (i) that is referred to in the Registration Statement and the Prospectus, or (ii) is material to the Company’s business, has been duly authorized and validly executed by the Company, is in full force and effect in all material respects and is enforceable against the Company and, to the Company’s knowledge, the other parties thereto, in accordance with its terms, except (x) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (y) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (z) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. None of such agreements or instruments has been assigned by the Company, and neither the Company nor, to the Company’s knowledge, any other party is in default thereunder and, to the Company’s knowledge, no event has occurred that, with the lapse of time or the giving of notice, or both, would constitute a default thereunder. To the best of the Company’s knowledge, performance by the Company of the material provisions of such agreements or instruments will not result in a violation of any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its assets or businesses (each, a “Governmental Entity”), including, without limitation, those relating to environmental laws and regulations.

  • Compliance with Laws and Agreements Each of the Borrower and its Subsidiaries is in compliance with all laws, regulations and orders of any Governmental Authority applicable to it or its property and all indentures, agreements and other instruments binding upon it or its property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. No Default has occurred and is continuing.

  • Acknowledgments and Agreements (a) The Borrower acknowledges that on the date hereof all Obligations are payable without defense, offset, counterclaim or recoupment. (b) The Administrative Agent and the Lenders hereby expressly reserve all of their rights, remedies, and claims under the Loan Documents. Nothing in this Agreement shall constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Loan Documents, (ii) any of the agreements, terms or conditions contained in any of the Loan Documents, (iii) any rights or remedies of the Administrative Agent or any Lender with respect to the Loan Documents, or (iv) the rights of the Administrative Agent or any Lender to collect the full amounts owing to them under the Loan Documents. (c) Each of the Borrower, the Guarantors, Administrative Agent, and Lenders does hereby adopt, ratify, and confirm the Credit Agreement, as amended hereby, and acknowledges and agrees that the Credit Agreement, as amended hereby, is and remains in full force and effect, and the Borrower and the Guarantors acknowledge and agree that their respective liabilities and obligations under the Credit Agreement, as amended hereby, and the Guaranty, are not impaired in any respect by this Agreement. (d) From and after the Effective Date, all references to the Credit Agreement and the Loan Documents shall mean such Credit Agreement and such Loan Documents as amended by this Agreement. (e) This Agreement is a Loan Document for the purposes of the provisions of the other Loan Documents. Without limiting the foregoing, any breach of representations, warranties, and covenants under this Agreement shall be a Default or Event of Default, as applicable, under the Credit Agreement.

  • Acknowledgements and Agreements Executive hereby acknowledges and agrees that in the performance of Executive’s duties to the Company during the Employment Period, Executive will be brought into frequent contact with existing and potential customers of the Group Companies throughout the world. Executive also agrees that trade secrets and confidential information of the Group Companies, more fully described in subparagraph 7(f), gained by Executive during Executive’s association with the Group Companies, have been developed by each Group Company through substantial expenditures of time, effort and money and constitute valuable and unique property of the Group Companies. Executive further understands and agrees that the foregoing makes it necessary for the protection of the Businesses that Executive not compete with the Businesses during Executive’s employment with the Company and not compete with the Businesses for a reasonable period thereafter, as further provided in the following subparagraphs.

  • Covenants and Agreements Each Grantor hereby covenants and agrees that: (i) it shall keep and maintain at its own cost and expense satisfactory and complete records of the Receivables, including, but not limited to, the originals of all documentation with respect to all Receivables and records of all payments received and all credits granted on the Receivables, all merchandise returned and all other dealings therewith; (ii) upon Collateral Agent’s reasonable request, it shall ▇▇▇▇ conspicuously, in form and manner reasonably satisfactory to Collateral Agent, all Chattel Paper, Instruments and other evidence of Receivables (other than any delivered to Collateral Agent as provided herein), as well as the Receivables Records with an appropriate reference to the fact that Collateral Agent has a security interest therein; (iii) other than in respect of obligations subject to good faith disputes, it shall perform in all material respects all of its obligations with respect to the Receivables; (iv) other than in the ordinary course of business and while no Event of Default exists, it shall not amend, modify, terminate or waive any provision of any Receivable in any manner which could reasonably be expected to have a Material Adverse Effect on the value of such Receivable as Collateral. Other than in the ordinary course of business and so long as no Event of Default exists, such Grantor shall not (w) grant any extension or renewal of the time of payment of any Receivable, (x) compromise or settle any dispute, claim or legal proceeding with respect to any Receivable for less than the total unpaid balance thereof, (y) release, wholly or partially, any Person liable for the payment thereof, or (z) allow any credit or discount thereon; (v) each Grantor shall continue to collect all amounts due or to become due to such Grantor under the Receivables and any Supporting Obligation and diligently exercise each material right it may have under any Receivable, any Supporting Obligation or Collateral Support, in each case, at its own expense, and in connection with such collections and exercise, such Grantor shall take such action as such Grantor may deem necessary or advisable. Notwithstanding the foregoing, Collateral Agent shall have the right at any time during the existence of an Event of Default to notify, or require any Grantor to notify, any Account Debtor of Collateral Agent’s security interest in the Receivables and any Supporting Obligation and, in addition, at any time following the occurrence and during the continuation of an Event of Default, Collateral Agent may: (A) direct the Account Debtors under any Receivables to make payment of all amounts due or to become due to such Grantor thereunder directly to Collateral Agent; (B) notify, or require any Grantor to notify, each Person maintaining a lockbox or similar arrangement to which Account Debtors under any Receivables have been directed to make payment to remit all amounts representing collections on checks and other payment items from time to time sent to or deposited in such lockbox or other arrangement directly to Collateral Agent; and (C) enforce, at the expense of such Grantor, collection of any such Receivables and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor might have done. If Collateral Agent notifies any Grantor that it has elected to collect the Receivables in accordance with the preceding sentence, any payments of Receivables received by such Grantor shall be forthwith (and in any event within two (2) Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to Collateral Agent if required, in a collateral account (the “Collateral Account”), and until so turned over, all amounts and proceeds (including checks and other instruments) received by such Grantor in respect of the Receivables, any Supporting Obligation or Collateral Support shall be received in trust for the benefit of Collateral Agent hereunder and shall be segregated from other funds of such Grantor and such Grantor shall not adjust, settle or compromise the amount or payment of any Receivable, or release wholly or partly any Account Debtor or obligor thereof, or allow any credit or discount thereon; and (vi) it shall use its commercially reasonable efforts to keep in full force and effect any Supporting Obligation or Collateral Support relating to any Receivable.