OFF CONTRACTS Clause Samples
The "Off Contracts" clause defines the terms and conditions under which transactions or agreements occur outside of a formal, written contract. Typically, this clause clarifies the rights and obligations of parties when they engage in business dealings that are not governed by the main contract, such as spot purchases or ad hoc arrangements. By specifying how such off-contract transactions are handled, the clause helps prevent misunderstandings and disputes, ensuring that both parties are aware of their responsibilities even when operating outside the primary agreement.
OFF CONTRACTS. The Provider shall ensure that any Call-Off Contract entered into under this Framework Agreement and any subsequent Order made under a Call-Off Agreement shall not:
OFF CONTRACTS. The Department is entitled, but not obliged, to enter into further Call-Off Contracts in accordance with the Call-Off Procedures (Schedule 4)
OFF CONTRACTS. For the avoidance of doubt any change to the Framework Prices implemented pursuant to this Framework Schedule 3 are made independently of, and, subject always to paragraphs 2.1 and 2.2 of this Framework Schedule 3 and shall not affect the Charges payable by a Contracting Authority under a Call Off Contract in force at the time a change to the Framework Prices is implemented. Any variation to the Charges payable under a Call Off Contract must be agreed between the Supplier and the relevant Contracting Authority and implemented in accordance with the provisions applicable to the Call Off Contract.
OFF CONTRACTS. DCC may, in its absolute discretion, suspend or terminate a Call-Off Contract for convenience upon ten (10) Working Days notice.
OFF CONTRACTS. The Contractor undertakes during the Framework Period to enter into Call-Off Contracts as and when requested by Potential Customers.
OFF CONTRACTS. For purposes of this definition, "Charged-Off Contracts" shall mean those Installment Contracts which the Company or any of its Subsidiaries has written off consistent with the Company's write off policy described in its periodic reports filed with the Security and Exchange Commission.
OFF CONTRACTS. This Agreement (but not a Call-Off Contract) commences on the Agreement Commencement Date and continues in force for the Term unless terminated earlier, either in whole or in part, in accordance with this Agreement. Each Call-Off Term shall be set out in the relevant Call-Off Contract. Unless stated otherwise in a Call-Off Contract, the Call-Off Term and the Services provided pursuant to a Call-Off Contract may extend beyond the termination or expiry of this Agreement, in which case the provisions of this Agreement shall survive such expiry or termination to the extent that such provisions are relevant to any such Call-Off Contract. A Call-Off Contract may expire or be terminated in accordance with its terms or Clause 28 but such expiry or termination shall not, in and of itself, give rise to an expiry or termination of any other Call-Off Contract or this Agreement. The Services The Service Provider: shall provide the Services specified in a Call-Off Contract to the Authority in accordance with this Agreement and the terms of the relevant Call-Off Contract; acknowledges that it has sufficient information about the Authority and the Specification and that it has made all appropriate and necessary enquiries to enable it to perform the Services in accordance with the relevant Call-Off Contract; shall neither be entitled to any additional payment nor excused from any obligation or liability under the Agreement or the terms of the relevant Call-Off Contract due to any misinterpretation or misunderstanding by the Service Provider of any fact relating to the Specification or otherwise to the Agreement or relevant Call-Off Contract; and shall comply with all lawful and reasonable directions of the Authority relating to its performance of the Services under any Call-Off Contract. Notwithstanding anything to the contrary in this Agreement, the Authority’s discretion in carrying out its statutory duties shall not be fettered or otherwise constrained or affected by any provision of this Agreement or relevant Call-Off Contract. The Service Provider shall provide the Services under each Call-Off Contract: with the high degree of skill, care and diligence normally exercised by recognised professional firms or by highly skilled and experienced service providers providing services of a similar scope, type and complexity to the Services and with sufficient resources including project management resources; in conformance in all respects with the Specification and so that the...
OFF CONTRACTS. For the avoidance of doubt any change to the Framework Prices implemented pursuant to this Framework Schedule 3 are made independently of, and, subject always to paragraphs 1.1 and 1.2 of this Framework Schedule 3 and shall not affect the Charges payable by a Contracting Authority under a Call Off Contract in force at the time a change to the Framework Prices is implemented. Any variation to the Charges payable under a Call Off Contract must be agreed between the Supplier and the relevant Contracting Authority and implemented in accordance with the provisions applicable to the Call Off Contract subject always to the maximum Framework Prices. If a TUPE transfer could occur at the start of a Call Off Contract, the Contracting Authority shall set out in the invitation to submit a quotation, the pricing information it requires in respect of TUPE costs. The Supplier shall only be able to specify its estimated costs of dealing with such a TUPE transfer and the Supplier shall not include any element for profit or any other ▇▇▇▇ up for dealing with such a transfer. Where TUPE pricing is required at Call Off, the Authority reserves the right to Audit the TUPE breakdown of prices, at any point during the lifetime of the Call Off Contract Where TUPE pricing applies, there shall be a review of current TUPE costs on an annual basis, where evidence of current costs shall be provided by the Supplier. For all pricing required at Call Off, not specified in the Framework Prices Annex 1, above eg. Ad hoc Reporting, Escrow provision, Middleware and system interfaces, technical infrastructure and TUPE, the Authority reserves the right to audit the breakdown of prices. At anytime a discrepancy in pricing detailed in 7.6 above is discovered, the Authority reserves the right to review and alter the pricing. Mobilisation charges at Call Off Award may be included in Year 1 costs only or spread over a number of years depending on specific Contracting Authority requirements. The mobilisation charges will not be subject to indexation.