Master Agreement - GH Armor Systems Inc - Future Purchases of Body Armor

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CMS #88355 3) All deliveries shall be made during normal working hours, which may vary for each Purchasing Entity of each Participating State. 4) It shall be the responsibility of the Contractor to be aware of the delivery days and receiving hours for each Purchasing Entity. 5) The Purchasing Entity shall not be responsible for any additional charges, should the Contractor fail to observe specific delivery days and receiving hours. 6) The delivery days and delivery hours shall be established by the Purchasing Entity at the time of Order placement. 7) All deliveries will be Inside Deliveries as designated by a representative of the Purchasing Entity placing the Order. Specific delivery instructions will be noted on the Order form or Purchase Order. Any damage to the building interior, scratched walls, damage to the freight elevator, etc., will be the responsibility of the Contractor. If damage does occur, it is the responsibility of the Contractor to immediately notify the Purchasing Entity placing the Order. 8) All Products must be delivered in the Manufacturer's standard package. Costs shall include all packing and/or crating charges. Cases shall be of durable construction, good condition, properly labeled and suitable in every respect for storage and handling of contents. Each shipping carton shall be marked with the commodity, brand, quantity, item code number and the Ordering Entity's Purchase Order number. 9) Packages that cannot be clearly identified may be refused and/or returned at no cost to the Purchasing Entity. C. Laws and Regulations Any and all Products offered and furnished shall comply fully with all applicable Federal and State laws and regulations. D. Inspection and Acceptance 1) All Products are subject to inspection at reasonable times and places before Acceptance. Contractor shall provide right of access to the Lead State or to any other authorized agent or official of the Lead State or other Participating or Purchasing Entity, at reasonable times, in order to monitor and evaluate performance, compliance, and/or quality assurance requirements under this Master Agreement. Products that do not meet specifications may be rejected. Failure to reject upon receipt, however, does not relieve the Contractor of liability for material (nonconformity that substantial impairs value) latent or hidden defects subsequently revealed when Goods are put to use. Acceptance of such Goods may be revoked in accordance with the provisions of the applicable commercial code, and the Contractor is liable for any resulting expense incurred by the Purchasing Entity related to the preparation and shipping of Product rejected and returned, or for which Acceptance is revoked. 2) The warranty period shall begin upon Acceptance. E. Title of Product Upon Acceptance by the Purchasing Entity, Contractor shall convey to Purchasing Entity title to the Product free and clear of all liens, encumbrances, or other security interests. F. License of Pre -Existing Intellectual Property C:nntramnr grants to the Purchasing Entity a non-exclusive, perpetual, royalty -free, irrevocable, unlimited license to use. modify, or dispose of the Intellectual Property and its derivatives, used or delivered under this Master Agreement, but not created under it ("Pre-existing Intellectual Property"). The license shall be subject to any third party rights in the Pre-existing Intellectual Property. Contractor shall obtain, at its own expense, on behalf of the Purchasing Entity, written consent of the owner for the licensed Pre-existing Intellectual Property. G. Payment Payment for completion of a Contract Order is normally made within thirty (30) days following the date the entire Order is delivered or the date a correct invoice is received, whichever is later. After forty-five (45) days the Contractor may assess overdue account charges up to a maximum rate of one (1) percent per month on the outstanding balance. Payments will be remitted by mail. Payments may be made via a State or political subdivision "Purchasing Card" with no additional charge. Page 14 of 21 Body Armor PmduM W-NK-15.001, NASPO ValuePdnt Master Agreement Terms and Cord bom