Agmt20 Stryker Sales Corporation

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3. Purchase Price. The purchase price for the Goods and Services will not exceed One Hundred Thirty Thousand Seven Hundred Twenty Dollars ($130,720) made in applicable installments pursuant to a City purchase order made out to Vendor. Payment will be due thirty (45) days from City's receipt of an invoice for the Goods and Services, provided that Vendor will not invoice City until all Goods have been delivered and accepted in accordance with the terms of the Purchase Agreement. City will have fifteen (15) days from the date of receipt of invoice to dispute or such invoice is deemed accepted. Vendor represents that the prices quoted to or paid by City will not exceed current prices charged to any other customer by Vendor on the Effective Date for items that are the same or substantially similar to the Goods, taking into consideration the quantity and class of customers when considering such factors as comparable purchasing histories, comparable purchasing and participation levels, geography and terms of purchase for Goods and Services under consideration. Vendor will immediately refund any amounts paid by City in excess of such current prices. Unless otherwise noted in this Agreement, the purchase price will include all shipping and delivery costs. 4. Cancellation and Termination. City may terminate or cancel this Purchase Agreement, or any portion thereof, at any time prior to delivery, with or without cause, by giving Vendor thirty days' written notice by personal delivery or mail. If Vendor materially breaches the Purchase Agreement, City may terminate the Purchase Agreement immediately without notice, may procure substitute goods or services from other vendors and/or may pursue any other available recourse against Vendor. Upon termination of this Purchase Agreement by City for any reason, City will pay only for Goods or Services 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. All orders will be F.O.B. origin, shipping costs prepaid by Vendor and added to the invoice. 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 thirty (30) days to inspect the Goods following delivery or performance of Service 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 Bid Documents. City may return any rejected Goods to Vendor at Vendor's risk and expense during the rejection period. In the event of loss or damage during shipment, Vendor will assist City in filing a claim with commercial carrier. 6. Force Majeure. Either party may delay delivery or acceptance of Goods and Services occasioned by causes beyond its control. Vendor will hold such Goods and Services at the direction of City and will deliver/perform them when the cause affecting the delay has been removed. 7. Invoices. Vendor must use commercially reasonable efforts to mail an invoice to City at the address specified in Section 17 of this Purchase Agreement no later than the 5th day after delivery. Vendor must issue separate invoices for each shipment made pursuant to this Purchase Agreement. Invoices must contain a description of Goods and Services, unit price, quantities billed, extended totals, and applicable taxes as set forth in Section 10 of this Purchase Agreement. REV: 02-11-2020 RL ATTY/AGR.2020.027/Stryker Sales Corporation (Page 2 of 10)