05-12-25 - Council Meeting Agenda

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1WrERSrA,TE Energy Systems paragraph 5.2 above; provided, however, that such products have not been abused by the Buyer or used in conditions for which the products were not intended. The aforesaid right of replacement or reimbursement shall be the Buyer's sole and exclusive remedy in the event of non -conformity or defect in the products. The Seller shall not be liable for the incidental or consequential damages to the Buyer as a result of the Seller's breach of Contract. In no event shall the Seller's liability exceed the Seller's Invoice value to the Buyer of the products sold regardless of the nature of the claim of the Buyer. 6. Passage of Title — Security Interest 6.1 Seller shall retain title to ownership of, and security interest in the products until the contract purchase price set forth on the face hereof shall have been paid in full and all covenants and agreements of Buyer herein shall have been performed. Seller shall have all common law and statutory lien rights available in the state where goods or services are provided and Buyer hereby agrees that if Buyer takes possession of the related equipment without making payment to Seller and thereafter Seller regains lawful possession of the equipment that was once subject to lien claims while there remains a balance due Seller, all such lien rights shall be reinstated as if Seller had always maintained lawful possession of all such equipment. 6.2 At the request of Seller, Buyer shall execute and deliver to Seller all such financing statement and other instruments and documents as may be requested by Seller to evidence and to perfect its security interest in the products. Expenses of filing financing statements or other security documents with the appropriate state and local governmental authorities shall be for the account of the Buyer. 7. Force Majeure 7.1 If because of force majeure the Seller is unable to carry out any of its obligations under this agreement and if the Seller promptly notifies the Buyer in writing expressly claiming such force majeure, then the provisions of paragraph 7.2 shall apply. The term "force majeure" as used herein shall mean any causes reasonably beyond the control and without fault or negligence of the Seller which holly or in substantial part prevent the manufacture, transportation, loading, unloading, delivery or storage of the products sold hereunder. Examples, without limitation, of force majeure are acts of God, acts of the public enemy, acts of war, riot or civil commotion, labor disputes, labor or material shortages, accidents, fire, explosions, floods, breakdowns of or damage of plants, equipment or facilities, partial or complete embargoes imposed by originating or connecting inland carriers, interruptions to or contingencies of transportation, orders or acts of any governmental authority, acts, rules, regulations or expressed policies of any government. 7.2 If force majeure notice is given under paragraph 7.1 above, the obligations of the Seller shall be suspended to the extent made necessary for such force majeure and during its continuance, if the obligations of the Seller remain suspended hereunder for a period amounting to forty-five (45) consecutive days measured from the dates of performance and at any time thereafter, then either party may terminate the agreement without liability by giving fifteen (15) days notice to the other party. At the expiration of said fifteen (15) days, unless such condition shall have been ended, the party giving such notice may terminate this agreement forthwith. 8. LIABILITY FOR DAMAGES 8.1 THE SELLER SHALL NOT BE LIABLE FOR ANY DAMAGES CAUSED BY THE PRODUCTS DELIVERED OR TO BE DELIVERED TO THE BUYER, OR BY THE www.istate.com