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REV: 10-14-24 MI and conditions of the applicable Order. 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. Invoices. Vendor must mail an invoice to City at the address specified in Section 18 of this Master Purchase Agreement no later than 30 days after Goods are accepted by the City. Invoices must contain a description of Goods and Services, unit price, unit of measurement, quantities billed, extended totals, and applicable taxes as set forth in Section 11 of this Master Purchase Agreement. 10. 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. 11. 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 Master Purchase Agreement, the purchase price will be considered to include state and city sales or use tax. 12. 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. All Goods will be covered by manufacturer warranties. 13. Intellectual Property Warranty. Vendor represents and warrants that the Goods and any other materials or deliverables provided under this Master Purchase 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. 14. 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 pursuant to any applicable Order. 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 Order accordingly. Vendor must deliver ATTY/AGR.2024.190/Elliott Auto Supply Co., Inc. dba Factory Motor Parts (Supply of OEM Automotive Parts) (Page 3 of 10)