Common use of Primacy Clause in Contracts

Primacy. The Agreement and its Annexes are the result of commercial negotiations carried out freely and in good faith between the Parties. It thus expresses the Agreement of the Parties and takes precedence over all other negotiations, accords, contracts and documents with the same purpose that existed prior to its signature. No document exchanged during the negotiations can be used to justify that the Parties are committed by obligations not expressly contained and formalised by the Agreement; no obligation shown in the Agreement can be supplemented or, a fortiori, contradicted by a document exchanged during the execution of the Agreement, in particular and without limitation the invoices, sales documents, letters and e-mail. No indication or document can create obligations not included in the Agreement if they are not covered by an amendment signed by the Parties even though they may have been provided prior to or following the signature of the Agreement.