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<br />Project: City of Lake Elmo (Sourcewell)
<br />Quotation: City of Lake Elmo (Sourcewell) Q-344881
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<br />Quotation: City of Lake Elmo (Sourcewell) Q-344881
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<br />Page 5 of 9
<br />OBLIGATIONS SET FORTH HEREIN, SUCH DATES ARE SUBJECT TO CHANGE. IN THE EVENT DELIVERY, SHIPPING, INSTALLATION,
<br />OR PERFORMANCE IS DELAYED, HOWEVER OCCASSIONED, DUE TO EVENTS BEYOND CUMMINS’ REASONABLE CONTROL, THEN
<br />THE DATE OF DELIVERY, SHIPPING, INSTALLATION, OR PERFORMANCE FOR THE EQUIPMENT OR SERVICES SHALL BE EQUITABLY
<br />EXTENDED FOR A PERIOD EQUAL TO THE TIME LOST, PLUS REASONABLE RAMP-UP.
<br />3. PAYMENT TERMS; CREDIT; RETAINAGE. Unless otherwise agreed to by the parties in writing and subject to credit approval by
<br />Cummins, payments are due thirty (30) days from the date of the invoice. If Customer does not have approved credit with Cummins, as
<br />solely determined by Cummins, payments are due in advance or at the time of supply of the Equipment. If payment is not received
<br />when due, in addition to any rights Cummins may have at law, Cummins may charge Customer eighteen percent (18%) interest
<br />annually on late payments, or the maximum amount allowed by law. Customer agrees to pay Cummins’ costs and expenses (including
<br />reasonable attorneys’ fees) related to Cummins’ enforcement and collection of unpaid invoices, or any other enforcement of this
<br />Agreement by Cummins. Retainage is not acceptable nor binding, unless required by statute or accepted and confirmed in writing by
<br />Cummins prior to shipment. If Customer fails to make any payments to Cummins when due and payable, and such failure continues
<br />for more than sixty (60) days from the date of the invoice, or less if required by applicable law, then Cummins may, at Cummins’ sole
<br />discretion and without prejudice to any other rights or remedies, either (i) terminate this Agreement; or (ii) postpone delivery of any
<br />undelivered Equipment in Cummins’ possession and/or suspend its services until payment for unpaid invoices is received.
<br />4. TAXES; EXEMPTIONS. Unless otherwise stated, the Quote excludes all applicable local, state and federal sales and/or use taxes,
<br />permits and licensing. Customer must provide a valid resale or exemption certificate prior to shipment of Equipment or applicable
<br />taxes will be added to the invoice.
<br />5. TITLE; RISK OF LOSS. Unless otherwise agreed in writing by the parties, title and risk of loss for the Equipment shall pass to
<br />Customer upon delivery of the Equipment by Cummins to freight carrier or to Customer at pickup at Cummins’ facility.
<br />6. INSPECTION AND ACCEPTANCE. Customer shall inspect the Equipment upon delivery, before offloading, for damage, defects, and
<br />shortage. Any and all claims which could have been discovered by such inspection shall be deemed absolutely and unconditionally
<br />waived unless noted by Customer on the bill of lading. Where Equipment is alleged to be non-conforming or defective, written notice
<br />of defect must be given to Cummins within three (3) days from date of delivery after which time Equipment shall be deemed accepted.
<br />Cummins shall have a commercially reasonable period of time in which to correct such non-conformity or defect. If non-conformity or
<br />defect is not eliminated to Customer’s reasonable satisfaction, Customer may reject the Equipment (but shall protect the Equipment
<br />until returned to Cummins) or allow Cummins another opportunity to undertake corrective action. In the event startup of the
<br />Equipment is included in the services, acceptance shall be deemed to have occurred upon successful startup.
<br />7. LIEN; SECURITY AGREEMENT. Customer agrees that Cummins retains all statutory lien rights. To secure payment, Customer
<br />grants Cummins a Purchase Money Security Interest in the Equipment. If any portion of the balance is due to be paid following
<br />delivery, Customer agrees to execute and deliver such security agreement, financing statements, deed of trust and such other
<br />documents as Cummins may request from time to time in order to permit Cummins to obtain and maintain a perfected security
<br />interest in the Equipment; or in the alternative, Customer grants Cummins a power of attorney to execute and file all financing
<br />statements and other documents needed to perfect this security interest. Cummins may record this Agreement, bearing Customer's
<br />signature, or copy of this Agreement in lieu of a UCC-1, provided that it shall not constitute an admission by Cummins of the
<br />applicability or non-applicability of the UCC nor shall the failure to file this form or a UCC-1 in any way affect, alter, or invalidate any
<br />term, provision, obligation or liability under this Agreement. The security interest shall be superseded if Customer and Cummins enter
<br />into a separate security agreement for the Equipment. Prior to full payment of the balance due, Equipment will be kept at Customer’s
<br />location noted in this Agreement, will not be moved without prior notice to Cummins, and is subject to inspection by Cummins at all
<br />reasonable times.
<br />05.01.2023
<br />8. CANCELLATION; CHARGES. Orders placed with and accepted by Cummins may not be cancelled except with Cummins’ prior
<br />written consent. If Customer seeks to cancel all or a portion of an order placed pursuant to this Agreement, and Cummins accepts such
<br />cancellation in whole or in part, Customer shall be assessed cancellation charges as follows: (i) 10% of total order price if cancellation
<br />is received in Cummins’ office after Cummins has provided submittals and prior to releasing equipment to be manufactured; (ii) 25%
<br />of total order price if cancellation is received in Cummins’ office after receipt of submittal release to order, receipt of a purchase order
<br />for a generator already on order with the factory, or is asked to make any hardware changes to the equipment already on order with the
<br />factory; (iii) 50% of total order price if cancellation is received in Cummins’ office sixty (60) or fewer days before the scheduled
<br />shipping date on the order; or (iv) 100% of total order price if cancellation is received in Cummins’ office after the equipment has
<br />shipped from the manufacturing plant.
<br />9. TERMINATION. Cummins may, at any time, terminate this Agreement for convenience upon sixty (60) days’ written notice to
<br />Customer. If the Customer defaults by (i) breaching any term of this Agreement, (ii) becoming insolvent or declared bankrupt, or (iii)
<br />making an assignment for the benefit of creditors, Cummins may, upon written notice to Customer, immediately terminate this
<br />Agreement. Upon such termination for default, Cummins shall immediately cease any further performance under this Agreement,
<br />without further obligation or liability to Customer, and Customer shall pay Cummins for any Equipment or services supplied under
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