05-12-25 - Council Meeting Agenda

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1wri RsrATE Energy Systems 3.5 Prompt payment is of the essence of this contract and a default in any payment will, at the option of the Seller, operate as a breach of the entire contract. Past due payments shall bear interest computed monthly at a rate of 1'/2 percent per month on the outstanding balance, or such lower rate as shall be the highest allowable under applicable law. 3.6 The Buyer shall be in default hereunder if any one or more of the following events occurs: (a) the Buyer shall default in fulfilling any of its obligations to Seller; (b) a receiver, liquidator or trustee of the Buyer, or of any of its property, is appointed by court order; (c) the Buyer is adjudicated bankrupt or insolvent; (d) any property of the Buyer is sequestered by court order; (e) a petition is filed by or against the Buyer under any bankruptcy, reorganization, arrangement, insolvency, moratorium, readjustment of debt, dissolution or liquidation law of any jurisdiction; (f) the Buyer becomes insolvent, makes an assignment for the benefit of its creditors; admits in writing its inability to pay its debts generally as they become due, or consents to the appointment of a receiver, trustee or liquidator of the Buyer or of all or any substantial part of its property in the event of such default, all unpaid payments shall, at the Seller's option, become immediately due and payable and the Seller shall have the right to consider its contract with the Buyer cancelled and to recover damages, and shall further have all rights and remedies, including those of a secured party, provided by applicable law. For purposes of this paragraph "Buyer" shall include any corporation controlling, controlled by, or under the common control with Buyer. 3.7 All costs incurred by the Seller as a result of non-payment or delay in payment by the Buyer, including, without limitation collection costs and reasonable attorney's fees, shall be paid by Buyer. 4. DISCLAIMER OF WARRANTY THE SELLER WARRANTS THAT THE PRODUCTS CONFORM TO THE SPECIFICATIONS SET FORTH ON THE FACE HEREOF OR AS THE MANUFACTURER MAY PROVIDE. THE SELLER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS OR OTHERWISE, EXCEPT AS SET FORTH IN THE PRECEDING SENTENCE OR ON THE FACE HEREOF. Remedies of Buyer 5.1 Seller shall not be liable for any claim arising in connection with the products sold to the Buyer hereunder unless written notice is given by the Buyer to the Seller as provided in paragraph 5.2 below. 5.2 Written notice of any objection, complaint or claim concerning the product must be given: (a) with respect to claims of damage to the products which occurred in transit, within thirty (30) days after the date on which risk of loss with respect to the products passes to the Buyer. (b) with respect to claims of non -conformity to specifications, within ninety (90) days following the date on which risk of loss with respect to the products passes to the Buyer, provided however, that no claim of non -conformity will be honored if the Buyer has previously notified the Seller of its acceptance of the product following inspection thereof. 5.3 Failure to give such notice in the manner and within the time provided herein shall be deemed a waiver by the Buyer of all claims with respect to such products. 5.4 Seller will, at its sole discretion, either reimburse Seller's Invoice value to the Buyer of products found to be defective, or replace free of charge all products found to be defective, within thirty (30) days after the date of notice with respect to any such product was given in accordance with www.istate.com