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Vendor in connection with its performance of this Master Purchase Agreement. Upon termination of this Master Purchase Agreement or any Order 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 Master Purchase Agreement or any Order except for cause. 7. Delivery Risk of Loss. All Orders will be F.O.B. plant if not otherwise specified. 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 and Services 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 of the applicable Order. City may return any rejected Goods to Vendor at Vendor's risk and expense. 8. 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. 9. Invoices. Vendor must mail an invoice to City at the address specified in Section 18 of this Master Purchase Agreement no later than 30 days after Goods are received. Invoices must contain a description of Goods, unit price, quantities billed, extended totals, and applicable taxes as set forth in Section 11 of this Master Purchase Agreement. 10. Packing and Shipping. Deliveries must be made as specified, without charge for boxing, crating or storage unless otherwise specified. Goods must be suitably packed to secure lowest transportation costs and, in accordance with the requirements of common carriers, in a manner to assure against damage from weather or transportation. Packing lists specifying the quantity and description of the Goods must accompany each box or packing shipment. City's count or weight will be final and conclusive on shipments not accompanied by packing lists. Shipments for two or more destinations when so directed by City will be shipped in separate boxes or containers for each destination, at no charge. 11. 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 Master Purchase Agreement, the purchase price will be considered to include state and city sales or use tax. 12. 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. All Goods will be covered by manufacturer warranties. REV: 04-27-2021 MI ATTY/AGR.2021.090/Pace Supply Corp. (Page 3 of 27)