PO/Order Structure; Entire Agreement; Amendment Sample Clauses

This clause defines the structure and hierarchy of the purchase order (PO) or order, establishes that the agreement represents the complete and exclusive understanding between the parties, and sets out the requirements for making any changes to the agreement. In practice, it clarifies that only the terms contained within the PO or contract and referenced documents are binding, and that any prior discussions or external documents are excluded unless specifically incorporated. Additionally, it typically requires that any amendments or modifications to the agreement must be made in writing and agreed upon by both parties. The core function of this clause is to prevent misunderstandings by ensuring that all terms are consolidated in a single, authoritative document and that changes cannot be made informally, thereby reducing the risk of disputes over contract terms.
PO/Order Structure; Entire Agreement; Amendment. The PO or Order consists of: these Standard Terms and Conditions of Purchase; the provisions on the cover page of the PO or Order containing the link to these Standard Terms and Conditions of Purchase (also referred to herein as the “face” of the PO or Order); any exhibits or attachments to such PO or Order; and any documents incorporated by reference herein or therein. The PO or Order constitutes the entire agreement between the parties with respect to the Products and Services ordered thereunder and supersedes all prior or contemporaneous understandings, negotiations, communications, and agreements, with respect to the subject matter thereof. ▇▇▇▇▇ ▇▇▇▇▇ rejects any and all additional, different, or inconsistent terms or conditions contained in or incorporated into any quotations, acknowledgements, invoices or any other business document or form (electronic or otherwise) that Supplier provides to solicit the PO or Order from ▇▇▇▇▇ ▇▇▇▇▇ or sends in response to the PO or Order. No amendment, deletion, supplement or change to the PO or Order by Supplier will be binding unless in a written document signed by both ▇▇▇▇▇ ▇▇▇▇▇ and Supplier. Notwithstanding the foregoing, if the PO or Order references an agreement in effect between ▇▇▇▇▇ ▇▇▇▇▇ (or its affiliate) and Supplier, the terms of that agreement will apply with respect to the sale and purchase of Products and/or the performance of Services under the PO or Order, and these Standard Terms and Conditions of Purchase will not apply.
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PO/Order Structure; Entire Agreement; Amendment. The PO or Order consists of: these Standard Terms and Conditions of Purchase; the provisions on the cover page of the PO or Order containing the link to these Standard Terms and Conditions of Purchase (also referred to herein as the “face” of the PO or Order); any exhibits or attachments to such PO or Order; and any documents incorporated by reference herein or therein. The PO or Order constitutes the entire agreement between the parties with respect to the Products and Services ordered thereunder and supersedes all prior or contemporaneous understandings, negotiations, communications, and agreements, with respect to the subject matter thereof. ▇▇▇▇▇ ▇▇▇▇▇ rejects any and all additional, different, or inconsistent terms or conditions contained in or incorporated into any quotations, acknowledgements, invoices or any other business document or form (electronic or otherwise) that Supplier provides to solicit the PO or Order from ▇▇▇▇▇ ▇▇▇▇▇ or sends in response to the PO or Order. MODALITÉS ET CONDITIONS D’ACHAT STANDARD – CANADA Les présentes modalités et conditions d’achat standard sont intégrées et font partie du bon de commande (« BC »), de l’ordre de service ou de tout autre ordre (« ordre ») conclu entre l’entité présentée comme fournisseur, fabricant, distributeur, vendeur ou tout autre titre semblable sur le BC ou ordre (« Fournisseur ») et ▇▇▇▇▇ ▇▇▇▇▇ Canada ULC (ou la société affiliée précisée sur le BC ou ordre) (« ▇▇▇▇▇ ▇▇▇▇▇ »). Tels qu’utilisés aux présentes, le terme « partie » désigne ▇▇▇▇▇ ▇▇▇▇▇ ou le Fournisseur, et le terme « parties » désigne à la fois ▇▇▇▇▇ ▇▇▇▇▇ et le Fournisseur. ▇▇▇▇▇ ▇▇▇▇▇ convient d’acheter et le Fournisseur de vendre les produits, les marchandises, le matériel, les ingrédients, les pièces, les articles ou l’équipement (« produits »), ou d’effectuer les services (« services ») précisés sur le BC ou ordre. Le Fournisseur peut accepter le BC ou ordre en en informant ▇▇▇▇▇ ▇▇▇▇▇, en commençant à en exécuter les modalités ou par le biais d’autres mesures qui constituent une acceptation en vertu des ▇▇▇▇ applicables (définies ci-dessous).
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Related to PO/Order Structure; Entire Agreement; Amendment

  • Entire Agreement; Amendment This Agreement contains the entire agreement of the parties hereto with respect to the terms and conditions of the Executive’s employment during the Term and supersedes any and all prior agreements and understandings, whether written or oral, between the parties hereto with respect to compensation due for services rendered hereunder. This Agreement may not be changed or modified except by an instrument in writing signed by both of the parties hereto.

  • Entire Agreement; Amendments; Waiver This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, among the parties or any of them with respect to the subject matter hereof. This Agreement may be amended by the parties hereto and the terms and conditions hereof may be waived only by an instrument in writing signed on behalf of each of the parties hereto, or, in the case of a waiver, by an instrument signed on behalf of the party waiving compliance.

  • Entire Agreement; Amendments This Agreement and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor the Buyer makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be waived or amended other than by an instrument in writing signed by the majority in interest of the Buyer.

  • Entire Agreement; Amendments; Waivers (a) This Agreement and the other Debt Documents constitute the entire agreement between the parties with respect to the subject matter hereof and thereof and supersede all prior understandings (whether written, verbal or implied) with respect to such subject matter. Section headings contained in this Agreement have been included for convenience only, and shall not affect the construction or interpretation of this Agreement. (b) Except for actions expressly permitted to be taken by Agent, no amendment, modification, termination or waiver of any provision of this Agreement or any other Debt Document, or any consent to any departure by Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by Agent, Borrower and Lenders having more than (x) 60% of the aggregate Commitments of all Lenders or (y) if such Commitments have expired or been terminated, 60% of the aggregate outstanding principal amount of the Term Loans (the “Requisite Lenders”); provided, however, that so long as a party that is a Lender hereunder on the Closing Date does not assign any portion of its Commitment or Term Loan, such Lender shall be deemed to be a Requisite Lender. Except as set forth in clause (c) below, all such amendments, modifications, terminations or waivers requiring the consent of any Lenders shall require the written consent of Requisite Lenders. (c) No amendment, modification, termination or waiver of any provision of this Agreement or any other Debt Document shall, unless in writing and signed by Agent and each Lender directly affected thereby: (i) increase or decrease any Commitment of any Lender or increase or decrease the Total Commitment (which shall be deemed to affect all Lenders), (ii) reduce the principal of or rate of interest on any Obligation or the amount of any fees payable hereunder, (iii) postpone the date fixed for any payment of principal of or interest on any Term Loan, or any fees hereunder, (iv) release all or substantially all of the Collateral, except as otherwise expressly permitted in the Debt Documents, (v) subordinate the lien granted in favor of the Agent securing the Obligations, (vi) release Borrower from its obligations hereunder and under the other Debt Documents or any guarantor from its guaranty of the Obligations or (vi) amend, modify, terminate or waive Section 8.4 or 10.8(b) or (c). (d) Notwithstanding any provision in this Section 10.8 to the contrary, no amendment, modification, termination or waiver affecting or modifying the rights or obligations of Agent hereunder shall be effective unless signed by Borrower, Agent and Requisite Lenders. (e) Subject to the terms and conditions of this Section 10.8, if Agent receives a written notice from Borrower requesting the consent of the Requisite Lenders to a proposed acquisition by Borrower that is not permitted under Section 7.5 or requesting the consent of the Requisite Lenders to a proposed amendment, modification or waiver of the Maxygen License Agreement to the extent required under Section 7.11(a), then, on or before the 15th day after the date on which Agent receives such notice (the “Response Date”), Agent shall advise Borrower in writing whether the consent of the Requisite Lenders to such acquisition or such amendment, modification or waiver has been obtained (the “Response”); provided that if Borrower does not receive a Response from Agent on or prior to the Response Date, Agent and all Lenders shall be deemed to have not consented to such acquisition or such amendment, modification or waiver.

  • Amendment; Entire Agreement This Agreement may not be amended or modified except by a written agreement executed by the parties hereto or their respective successors and legal representatives. This Agreement contains the entire agreement between the parties on the subjects covered and replaces all prior writings, proposals, specifications or other oral or written materials relating thereto.