Agmt22 Axon Enterprises, Inc. - Laserfiche WebLink

Browse Search

REV: 08-18-22 RL 6. Cancellation and Termination. Either party upon tendering thirty (30) days written notice to the other party may terminate this Purchase Agreement. If Vendor fails or refuses to perform any of the provisions of this Purchase Agreement, and if Vendor does not cure the default within thirty (30) days of the City providing a written notice specifying the nature of the default, City may terminate this Purchase Agreement immediately by giving written notice to Vendor. If City materially fails or refuses to perform any of the provisions of this Purchase Agreement, and if City does not cure the default within thirty (30) days of Vendor providing a written notice specifying the nature of the default, Vendor may terminate this Agreement immediately by giving written notice to City. Within thirty (30) days of termination pursuant to this Section 6 or of the natural expiration of this Purchase Agreement, Vendor will assemble any paid for yet undelivered deliverables without further charge and put it in order for proper filing and closing and deliver it to City. Vendor will be paid for work performed up to the termination date; however, the total will not exceed the amount payable under this Purchase Agreement. City will determine the final payment amount based upon the value of the work product delivered to City and the percentage of the Services performed. 7. Delivery Risk of Loss. All orders will be F.O.B. destination 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 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 seven (7) days 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 Bid Documents. 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 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. 9. 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. Unless manufactured pursuant to detailed design furnished by City, Vendor warrants Goods 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 Services. City’s inspection, approval, acceptance, use of, and payment for all or any part of the Goods and Services must in no way affect ATTY/AGR.2022.299/Axon Enterprises, Inc. (RCPD Axon Fleet Cameras) (Page 3 of 32)