Agmt22 Underground Republic Water Works, Inc

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REV: 10-27-2022 RL 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 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 Services and must not be deemed exclusive. City’s inspection, approval, acceptance, use of, and payment for all or any part of the Goods and Services must in no way affect its warranty rights whether or not a breach of warranty had become evident in time. For a period of one year after acceptance of the Goods and Services by City, Vendor will replace or repair any defective Goods and perform any related Services at City’s location, at no expense to City. If Vendor elects to repair defective goods, but cannot repair them at City’s location, Vendor will transport/ship the defective goods to a repair facility. Vendor must repair and return the repaired goods to City within seventy-two (72) hours of a call for service. If Vendor fails to comply within seventy-two (72) hours, Vendor will provide substitute goods of equal type and quality until City’s Goods are returned in satisfactory operating condition to City’s satisfaction. 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 intellectual property rights of any third party, or are in the public domain. 13. Changes. City may, by written notice, change the quantity or specifications of the Goods and Services ordered and the terms of shipment or packaging of Goods. 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 ATTY/AGR.2022.384/Underground Republic Water Works, Inc. (Page 3 of 10)