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giving Vendor written notice. Cancellation or termination will become effective immediately upon the giving of notice by personal delivery or mail. If Vendor breaches the Purchase Agreement, City may terminate the Purchase Agreement immediately without notice, may reduce payment to Vendor in the amount necessary to offset City's resulting damages, may procure substitute goods at Vendor's expense, and/or may pursue any other available recourse against Vendor. Upon termination of this Purchase Agreement by City for any reason, City may require Vendor to provide all finished or unfinished goods, documents, data, diagrams, drawings, materials or other matter prepared or built by Vendor in connection with its performance of this Purchase Agreement. Upon termination of this Purchase Agreement by City for any reason, City will pay only for Goods ordered and accepted by City. Any payments made in advance will be returned to City on a prorated basis. Vendor may not terminate this Purchase Agreement except for cause. 5. Delivery Risk of Loss. Risk of loss or damage to the Goods will remain with Vendor until the Goods have been delivered to and accepted by City. All Goods will be received by City subject to its right of inspection, rejection, and revocation of acceptance under the Uniform Commercial Code. City will be allowed a reasonable period of time to inspect the Goods and to notify Vendor of any nonconformance with the terms and conditions of the specifications. City may reject any Goods that do not conform to the terms and conditions in Exhibit A. City may return any rejected Goods to Vendor at Vendor's risk and expense. 6. Force Majeure. City may delay delivery or acceptance of Goods occasioned by causes beyond its control. Vendor will hold such Goods at the direction of City and will deliver/perform them when the cause affecting the delay has been removed. 7. In Vendor must mail an invoice to City at the address specified in Section 17 of this Purchase Agreement no later than the 5th day after delivery. Invoices must contain a description of Goods, unit price, quantities billed, extended totals, and applicable taxes as set forth in Section 10 of this Purchase Agreement. 8. Taxes. Vendor must separately state on all invoices any taxes imposed by the local, state or federal state government applicable to furnishing of Goods; provided, however, where a tax exemption is available, the tax must be subtracted from the total price and identified. Unless otherwise set forth in this Purchase Agreement, the purchase price will be considered to include state and City sales or use tax. 9. Warranty. Vendor warrants that all Goods will conform to applicable specifications, drawings, description, and samples, and will be merchantable, of good workmanship in material, free from defect, and having good, marketable title. Unless manufactured pursuant to detailed design furnished by City, Vendor assumes design responsibility and warrants the Goods to be free from design defect and suitable for the purposes intended by City, and that such Goods if installed by Vendor will conform to applicable specifications. Vendor's warranties, together with its service guarantees, must run to City and its customers or users of the Goods and must not be deemed exclusive. City's inspection, approval, acceptance, use of, and payment for all or any part of the Goods REV: 11-16-2020 EI ATTY/AGR2020.265MinCan, LLC (Page 2 of 6)