In your jurisdiction Sample Clauses

In your jurisdiction where a contract is based on a standard form, but the parties have added special conditions, if any conflict arises between the standard terms and the special conditions, will the standard terms or the special conditions prevail in the absence of specific wording in the agreement (Standard clause, Conflicts/Priority: Cross-border: Option 1)? Generally, the standard form contract will have a clause determining which clause will prevail if there is a conflict between the standard form contract and the special conditions attaching to that particular contract. If, however, the agreement does not establish how to solve this conflict, the law will be applied. Articles 112 to 114 of the BCC provide that declarations of the parties will be interpreted in accordance with their intentions. In this sense, if an agreement is based on standard terms but also contains special conditions, the courts will try to interpret and guarantee the intentions agreed by the parties (which prevail over the literal sense of the wording). However, in relation to standard form contracts, any ambiguous or contradictory clauses will be construed in a manner most favourable to the party agreeing to the standard terms (Article 423, BCC). In this sense, if a standard clause, rather than the specifically agreed terms, is more beneficial for the party agreeing to the standard terms, it will prevail in case of a conflict. Therefore, as a general rule, where standard-form clauses conflict with special conditions added by the parties, courts will seek the parties’ intention to determine which terms should prevail.
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In your jurisdiction are there any specific barriers to the effectiveness of this variation, Standard clause, Variation: Cross-border? Can the conduct of the parties override the contractual requirement for a variation to be agreed in writing? No, there are no barriers to the effectiveness of Standard clause, Variation: Cross-border. However, depending on the circumstances, the conduct of the parties can override the need for a variation to be agreed in writing, depending on the context, the type of agreement and the circumstances. Under the principle of good faith, if one or both parties repeat the same conduct over time, even if this conduct is diametrically opposed to the text of the agreement, without an objection by the other party and therefore placing a legitimate reliance by the other party that such conduct was accepted, both parties will be bound by that variation. As the objective principle of good faith is part of public policy and cannot be waived by the parties, the inclusion of a clause in the contract will not be sufficient to prevent its application, when this is deemed appropriate.
In your jurisdiction can a party assign its obligations under a contract (also referred to as the burden) or only its rights (the benefit)? Unless prohibited by the nature of the contract or the law, a party may assign its obligations to a third party, if the counterparty consents to this (Article 454, Civil Code). Likewise, unless prohibited by its nature, a contract or the law, a party may assign its rights to a third party, subject to certain formalities such as notification to, or consent of, the obligor.

Related to In your jurisdiction

  • Other Jurisdictions THE BORROWER AGREES THAT THE AGENT, OR ANY LENDER SHALL HAVE THE RIGHT TO PROCEED AGAINST THE BORROWER OR ITS PROPERTY IN A COURT IN ANY LOCATION TO ENABLE SUCH PERSON TO (1) OBTAIN PERSONAL JURISDICTION OVER THE BORROWER OR (2) REALIZE ON ANY SECURITY FOR THE OBLIGATIONS OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER ENTERED IN FAVOR OF SUCH PERSON. THE BORROWER AGREES THAT IT WILL NOT ASSERT ANY PERMISSIVE COUNTERCLAIMS IN ANY PROCEEDING BROUGHT BY SUCH PERSON TO REALIZE ON ANY SECURITY FOR THE OBLIGATIONS OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF SUCH PERSON. THE BORROWER WAIVES ANY OBJECTION THAT IT MAY HAVE TO THE LOCATION OF THE COURT IN WHICH SUCH PERSON HAS COMMENCED A PROCEEDING DESCRIBED IN THIS SUBSECTION (B).

  • WORK JURISDICTION Par. 1. It is agreed by the parties to this Agreement that all work specified in Article IV shall be performed exclusively by Elevator Constructor Mechanics, Elevator Constructor Helpers, Elevator Constructor Apprentices and Elevator Constructor Assistant Mechanics in the employ of the Company.

  • Arbitrator's Jurisdiction The jurisdiction and authority of the arbitrator and his opinion and award shall be confined exclusively to the interpretation and/or application of the provision(s) of this Agreement at issue between the Union and the Administration. The arbitrator shall have no authority to add to, detract from, alter, amend, or modify any provision of this Agreement; to impose on either party a limitation or obligation not explicitly provided for in this Agreement; or to establish or alter any wage rate or wage structure. The arbitrator shall not hear or decide more than one grievance without the mutual consent of the Administration and the Union. The written award of the arbitrator on the merits of any grievance adjudicated within his jurisdiction and authority shall be final and binding on the aggrieved employee, the Union and the Administration, unless either party contests it before a court of competent jurisdiction as permitted by state law.

  • Court of Jurisdiction Both DBS and the Member agree that the Tokyo District Court will be the exclusive court of jurisdiction in the first instance in any dispute and/ or legal action relating to the rights and obligations under this Agreement or an Individual Contract. Attachment 1 Contact Information

  • Jurisdiction All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be determined in accordance with the provisions of the Purchase Agreement.

  • Jurisdiction; Venue In the event that any action is brought to enforce any provision of this Master Contract, the parties agree to exclusive jurisdiction in Xxxxxxxx County Superior Court for the State of Washington and agree that in any such action venue shall lie exclusively at Olympia, Washington.

  • Qualification in Other Jurisdictions The Manager may cause the Company to be qualified or registered in any jurisdiction in which the Company transacts business and shall be authorized to execute, deliver and file any certificates and documents necessary to effect such qualification or registration.

  • Doing Business in Other Jurisdictions Notwithstanding anything contained herein to the contrary, neither Wilmington Trust Company or any successor thereto, nor the Owner Trustee shall be required to take any action in any jurisdiction other than in the State of Delaware if the taking of such action will, even after the appointment of a co-trustee or separate trustee in accordance with Section 9.5 hereof, (i) require the consent or approval or authorization or order of or the giving of notice to, or the registration with or the taking of any other action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware; (ii) result in any fee, tax or other governmental charge under the laws of the State of Delaware becoming payable by Wilmington Trust Company (or any successor thereto); or (iii) subject Wilmington Trust Company (or any successor thereto) to personal jurisdiction in any jurisdiction other than the State of Delaware for causes of action arising from acts unrelated to the consummation of the transactions by Wilmington Trust Company (or any successor thereto) or the Owner Trustee, as the case may be, contemplated hereby.

  • Legal Jurisdiction The agreement shall be deemed to have been concluded in Jodhpur, Rajasthan and all obligations hereunder shall be deemed to be located at Jodhpur, Rajasthan and Court within Jodhpur, Rajasthan will have Jurisdiction to the exclusion of other courts.

  • Exclusive English jurisdiction Subject to Clause 30.3, the courts of England shall have exclusive jurisdiction to settle any disputes which may arise out of or in connection with this Agreement.

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