Agmt23 Opti-fit International Inc. Purchase Agreement

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REV: 04-18-23 RL immediately if Vendor reasonably believes Vendor will not be able to meet the Required Delivery Date for any reason and provide City with a schedule that Vendor reasonably believes it will be able to meet. It is within City’s discretion whether it will accept the revised schedule. 5. Purchase Price. The aggregate purchase price for the Goods and Services provided under this Master Purchase Agreement will not exceed Ninety Thousand Dollars ($90,000). The prices for individual Goods and Services will be set forth in the applicable Order and will be paid in one installment to Vendor unless otherwise stated in the Order. Payment will be due thirty (30) 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 Order. 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 date of the Order for items that are the same or substantially similar to the Goods, taking into consideration the quantity under consideration. Vendor will immediately refund any amounts paid by City in excess of such current prices. Unless otherwise noted in this Master Purchase Agreement or an Order, the purchase price will include all shipping and delivery costs. 6. Cancellation and Termination. City may terminate or cancel this Master Purchase Agreement, or any portion thereof, at any time prior to delivery, with or without cause, by giving Vendor written notice. Cancellation or termination will become effective immediately upon the giving of notice by personal delivery or mail. If Vendor breaches the Master Purchase Agreement, City may terminate the Master Purchase Agreement immediately without notice, may reduce payment to Vendor in the amount necessary to offset City’s resulting damages, may procure substitute goods or services at Vendor’s expense, and/or may pursue any other available recourse against Vendor. Upon termination of this Master Purchase Agreement by City for any reason, City may require Vendor to provide all finished or unfinished goods, documents, data, diagrams, drawings, materials or other matter prepared or built by Vendor in connection with its performance of this Master Purchase Agreement. Upon termination of this Master 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 Master Purchase Agreement except for cause. 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 a reasonable period of time 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. ATTY/AGR.2023.082/Opti-Fit (Exercise Equipment) (Page 2 of 10)