Agmt20 Stryker Sales Corporation

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8. 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. 10. Taxes. Vendor must separately state on all invoices any taxes imposed by the local, state or federal state government applicable to furnishing of Goods and Services; 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. 11. Warranty. Vendor's warranty is set forth in its entirety on Exhibit B. 12. Intellectual Property Warranty. Vendor represents and warrants that the Goods and any other materials or deliverables provided under this Agreement are either original, or not encumbered, and do not infringe upon the copyright, trademark, patent, or other U.S. intellectual property rights of any third party, or are in the public domain. 13. Changes. City may, by reasonable written notice, change the quantity of the Goods and Services ordered and the terms of shipment. Upon receipt of any notice, Vendor will promptly make the changes in accordance with the terms of the notice. If any change causes a change in the cost of performance or in the time required for performance, the Parties must promptly negotiate an equitable adjustment and amend the Purchase Agreement accordingly. Vendor must deliver to City as promptly as possible, and in any event, within thirty (30) days after receipt of change notice, a statement showing the effect of any change in the delivery dates and prices; within an additional thirty (30) days, Vendor must supplement the statement with detailed specifications of the adjustment amount and supporting cost figures. Vendor's failure to submit a statement or supplement within these time limits will constitute its consent to perform the change without increase in price, without claim for material rendered obsolete, and without change in delivery schedules. 14. Business License. Vendor must obtain a City business license, unless Vendor qualifies for an exemption. 15. Discrimination and Harassment Prohibited. Consultant will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 16. Indemnity. Except as to the sole negligence, active negligence or willful misconduct of City, Vendor will defend, indemnify, and hold harmless (collectively, "Indemnify") City, and its employees, officers, managers, agents and council members REV: 02-11-2020 RL ATTY/AGR.2020.027/Stryker Sales Corporation (Page 3 of 10)