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REV: 02-16-23 RL <br />Uniform Commercial Code. City will be allowed a reasonable period of time to inspect the <br />Goods and Services and to notify Vendor of any nonconformance with the terms and <br />conditions of the specifications. City may reject any Goods and Services that do not <br />conform to the terms and conditions of the applicable Order. City may return any rejected <br />Goods to Vendor at Vendor’s risk and expense. <br />8. Force Majeure. City may delay delivery or acceptance of Goods and Services <br />occasioned by causes beyond its control. Vendor will hold such Goods and Services at <br />the direction of City and will deliver/perform them when the cause affecting the delay has <br />been removed. <br />9. Invoices. Vendor must mail an invoice to City at the address specified in Section <br />18 of this Master Purchase Agreement no later than thirty (30 days) after Goods are <br />delivered. Vendor must issue separate invoices for each shipment made pursuant to each <br />Order. Invoices must contain a description of Goods and Services, unit price, quantities <br />billed, extended totals, and applicable taxes as set forth in Section 11 of this Master <br />Purchase Agreement. <br />10. Packing and Shipping. Deliveries must be made as specified, without charge for <br />boxing, crating or storage unless otherwise specified. Goods must be suitably packed to <br />secure lowest transportation costs and, in accordance with the requirements of common <br />carriers, in a manner to assure against damage from weather or transportation. Packing <br />lists specifying the quantity and description of the Goods must accompany each box or <br />packing shipment. City’s count or weight will be final and conclusive on shipments not <br />accompanied by packing lists. Shipments for two or more destinations when so directed <br />by City will be shipped in separate boxes or containers for each destination, at no charge. <br />11. Taxes. Vendor must separately state on all invoices any taxes imposed by the <br />local, state or federal state government applicable to furnishing of Goods and Services; <br />provided, however, where a tax exemption is available, the tax must be subtracted from <br />the total price and identified. Unless otherwise set forth in this Master Purchase <br />Agreement, the purchase price will be considered to include state and city sales or use <br />tax. <br />12. Warranty. Vendor warrants that all Goods will conform to applicable specifications, <br />drawings, description, and samples, and will be merchantable, of good workmanship in <br />material, free from defect, and having good, marketable title. All Goods will be covered <br />by manufacturer warranties. <br />13. Intellectual Property Warranty. Vendor represents and warrants that the Goods <br />and any other materials or deliverables provided under this Agreement are either original, <br />or not encumbered, and do not infringe upon the copyright, trademark, patent, or other <br />intellectual property rights of any third party, or are in the public domain. <br />14. Changes. City may, by written notice, change the quantity or specifications of the <br />Goods and Services ordered and the terms of shipment or packaging of Goods pursuant <br />ATTY/AGR.2023.022/COLE SUPPLY COMPANY, LLC (Janitorial Supplies) (Page 3 of 10)