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- Special Terms and Conditions.
These terms and conditions shall apply to Master Purchase Agreements (MPA). The MPA is an agreement by Seller to sell, and Buyer to purchase, goods or services on terms and conditions specified (a) in the individual purchase orders issued by Buyer to authorize the purchase and sale of goods or services under the MPA ("Releases"); (b) by these Special Terms and Conditions, and (c) by any other terms and conditions incorporated by reference into the MPA.
- Interpretation.
In the event of a conflict or inconsistency between these Special Terms and Conditions and any other terms and conditions of the MPA, the following order of precedence shall apply, notwithstanding anything to the contrary in any other document:
- a) Terms and Conditions appearing on the face of the individual Release(s).
- b) Terms and Conditions appearing on the face of the master purchase agreement.
- c) These Special Terms and Conditions.
- d) Any general terms and conditions incorporated into the Releases.
- e) The specifications or other technical requirements specified on the face of the master purchase agreement.
In no event shall the MPA be construed or interpreted to be a "requirements" or an "output" contract. The capitalized terms used herein shall have the meanings set forth in the general terms and conditions incorporated in each Release, except as may be otherwise specifically defined herein.
- Releases.
The quantities set forth in each Release may not be varied by Seller without Buyer’s prior written consent. Seller may not substitute materials or manufacturers where the same have been specified. If the words "or equal" are used in a Release or in any specification, proposed equals must be approved in writing by Buyer. Each Release issued under this MPA shall contain a reference to the MPA and will be assigned a separate purchase order number for billing and shipping purposes. Unless otherwise indicated on the master purchase agreement, Buyer has no obligation to purchase any goods or services whatsoever unless and until a specific Release is issued to Seller.
- Term.
This MPA shall be for the term indicated on the face of the master purchase agreement. Where indicated on the master purchase agreement, the MPA may be extended at Buyer’s option on the same terms and conditions for the period agreed.
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