Whole Agreement Clauses

However, the exclusion of a particular implied clause depends not only on the wording of the entire contractual term, but also on the nature of the implied clause and, in particular, on its `intrinsic` or `extrinsic` nature to the written agreement. 2. Each party acknowledges that in entering into this Agreement, it does not rely on any representations or warranties (whether innocent or negligent) and has no recourse to them that are not set forth in this Agreement. a party to a written agreement who gets involved in the undergrowth and finds during the negotiations a (accidental) remark or explanation (often forgotten for a long time or difficult to remember or explain) on which a claim such as the present to the existence of an ancillary guarantee can be based. Agreements, representations, obligations or implications” (emphasis added) were not found by the Court of Appeal in Axa Sun Life Services plc v. Campbell Martin Ltd. to exclude implied “intrinsic” terms . . .

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