Agreement Framework. 2.1 Under these T&Cs, NTT may enter into (a) Statements of Work for Services to be performed by Supplier and/or (b) POs for Goods to be provided by Supplier. Each SOW and PO entered into by the parties will be subject to the provisions of these T&Cs. 2.2 Affiliates of NTT may separately enter into Adoption Agreements (in the form and content as NTT thinks fit) with Supplier (or a Supplier Affiliate) in order for the applicable parties to subsequently enter into direct SOWs and/or POs. For the avoidance of doubt, each Adoption Agreement will form a separate legal agreement between the parties to such Adoption Agreement. Accordingly, (a) NTT will not be responsible or liable for any breach by an Authorized Affiliate under an Adoption Agreement and Supplier’s (or applicable Supplier Affiliate’s) sole right in respect of the Adoption Agreement will be to assert a claim against the applicable Authorized Affiliate; and (b) Authorized Affiliate will not be responsible or liable for any breach by NTT under these T&Cs and Supplier’s sole right in respect of these T&Cs will be to assert a claim against NTT. 2.3 In the event of a conflict between the terms of a SOW or PO and the provisions of these T&Cs, the provisions of these T&Cs will take precedence unless (a) the SOW or PO expressly references the conflicting provision of these T&Cs and expresses an intent to override it or (b) a specific term of these T&Cs is expressly stated to give deference to a term of the SOW or PO. For the avoidance of doubt, Clause 4.3 of these T&Cs (with respect to payment timeline only), Clause Part 1(d) of Appendix A (warranty timeline only), Clause 5 of these T&Cs, Clause 7.1(a) of this Agreement (with respect to the types of insurances only) and Clause 15.1 of these T&Cs (term of contract only including renewal timelines) shall give deference to a corresponding term of the SOW or PO.
Appears in 1 contract
Sources: Standard Terms and Conditions
Agreement Framework. 2.1 2.1. Under these T&Cs, NTT may enter into (a) Statements of Work for Services to be performed by Supplier and/or (b) POs for Goods to be provided by Supplier. Each SOW and PO entered into by the parties will be subject to the provisions of these T&Cs.
2.2 2.2. Affiliates of NTT may separately enter into Adoption Agreements (in the form and content as NTT thinks fit) with Supplier (or a Supplier Affiliate) in order for the applicable parties to subsequently enter into direct SOWs and/or POs. For the avoidance of doubt, each Adoption Agreement will form a separate legal agreement between the parties to such Adoption Agreement. Accordingly, (a) NTT will not be responsible or liable for any breach by an Authorized Affiliate under an Adoption Agreement and Supplier’s (or applicable Supplier Affiliate’s) sole right in respect of the Adoption Agreement will be to assert a claim against the applicable Authorized Affiliate; and (b) Authorized Affiliate will not be responsible or liable for any breach by NTT under these T&Cs and Supplier’s sole right in respect of these T&Cs will be to assert a claim against NTT.
2.3 2.3. In the event of a conflict between the terms of a SOW or PO and the provisions of these T&Cs, the provisions of these T&Cs will take precedence unless (a) the SOW or PO expressly references the conflicting provision of these T&Cs and expresses an intent to override it or (b) a specific term of these T&Cs is expressly stated to give deference to a term of the SOW or PO. For the avoidance of doubt, Clause 4.3 of these T&Cs (with respect to payment timeline only), Clause Part 1(d) of Appendix A (warranty timeline only), Clause 5 of these T&Cs, Clause 7.1(a) of this Agreement (with respect to the types of insurances only) and Clause 15.1 14.1 of these T&Cs (term of contract only including renewal timelines) shall give deference to a corresponding term of the SOW or PO.
Appears in 1 contract
Sources: Standard Terms and Conditions
Agreement Framework.
2.1 Under these T&Cs, NTT may enter into (a) Statements of Work for Services to be performed by Supplier and/or (b) POs for Goods to be provided by Supplier. Each SOW and PO entered into by the parties will be subject to the provisions of these T&Cs.
2.2 Affiliates of NTT may separately enter into Adoption Agreements (in the form and content as NTT thinks fit) with Supplier (or a Supplier Affiliate) in order for the applicable parties to subsequently enter into direct SOWs and/or POs. For the avoidance of doubt, each Adoption Agreement will form a separate legal agreement between the parties to such Adoption Agreement. Accordingly, (a) NTT will not be responsible or liable for any breach by an Authorized Affiliate under an Adoption Agreement and Supplier’s (or applicable Supplier Affiliate’s) sole right in respect of the Adoption Agreement will be to assert a claim against the applicable Authorized Affiliate; and (b) Authorized Affiliate will not be responsible or liable for any breach by NTT under these T&Cs and Supplier’s sole right in respect of these T&Cs will be to assert a claim against NTT.
2.3 In the event of a conflict between the terms of a SOW or PO and the provisions of these T&Cs, the provisions of these T&Cs will take precedence unless (a) the SOW or PO expressly references the conflicting provision of these T&Cs and expresses an intent to override it or (b) a specific term of these T&Cs is expressly stated to give deference to a term of the SOW or PO. For the avoidance of doubt, Clause 4.3 of these T&Cs (with respect to payment timeline only), Clause Part 1(d) of Appendix A (warranty timeline only), Clause 5 of these T&Cs, Clause 7.1(a) of this Agreement (with respect to the types of insurances only) and Clause 15.1 of these T&Cs (term of contract only including renewal timelines) shall give deference to a corresponding term of the SOW or PO.
Appears in 1 contract
Sources: Standard Terms and Conditions