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REV: 02-05-26 LF <br />and conditions of the applicable Order. City may return any rejected Goods to Vendor at <br />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 Exhibit A <br />of this Master Purchase Agreement no later than 30 days after Goods are received and <br />accepted by the City. Invoices must contain a description of Goods and Services, the <br />purchase order number, unit measurement and price, quantities billed, extended totals, <br />and applicable taxes as set forth in Section 11 of this Master 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 Master Purchase Agreement <br />are either original, or not encumbered, and do not infringe upon the copyright, trademark, <br />patent, or other 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 />to any applicable Order. Upon receipt of any notice, Vendor will promptly make the <br />changes in accordance with the terms of the notice. If any change causes a change in <br />the cost of performance or in the time required for performance, the Parties must promptly <br />negotiate an equitable adjustment and amend the Order accordingly. Vendor must deliver <br />ATTY/AGR.2026.030/BWNVT MOTORS, LLC (OEM Parts and Supplies) (Page 3 of 10)