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Project: City of Everett reservoir 3
<br />Quotation: Q-217118-20240405-1659
<br />becomes subject to bankruptcy proceedings, or the Equipment is attached, levied upon, seized under legal process, is subjected to a
<br />lien or encumbrance, or transferred by operation of law or otherwise to anyone other than Cummins. Upon the occurrence of any event
<br />of Customer's default, Cummins, at its sole option and without notice, shall have the right to exercise concurrently or separately any
<br />one or all of the following remedies, which shall be cumulative and not alternative: (a) to declare all sums due, and to become due,
<br />under this Agreement immediately due and payable; (b) to commence legal proceedings, including collection actions and specific
<br />performance proceedings, to enforce performance by Customer of any and all provisions of this Agreement, and to be awarded damages
<br />or injunctive relief for the Customer's breach; (c) to require the Customer to deliver the Equipment to Cummins' branch specified
<br />on the face of this Agreement; (d) to exercise one or more of the rights and remedies available to a secured party under applicable
<br />law; and (e) to enter, without notice or liability or legal process, onto any premises where the Equipment may be located, using
<br />force permitted by law, and there to disconnect, remove and repossess the Equipment, the Customer having waived further right to
<br />possession after default. A waiver of any event of default by Cummins shall not be a waiver as to any other or subsequent default.
<br />18.CUSTOMER REPRESENTATIONS; RELIANCE. Customer is responsible for obtaining, at its cost, permits, import licenses,
<br />and other consents in relation to the Equipment, and if requested by Cummins, Customer shall make these permits, licenses, and
<br />consents available to Cummins prior to shipment. Customer represents that it is familiar with the Equipment and understands
<br />operating instructions and agrees to perform routine maintenance services. Until the balance is paid in full, Customer shall care for the
<br />Equipment properly, maintain it in good operating condition, repair and appearance; and Customer shall use it safely and within its
<br />rated capacity and only for purpose it was designed. Even if Customer’s purchase of Equipment from Cummins under this Agreement is
<br />based, in whole or in part, on specifications, technical information, drawings, or written or verbal advice of any type from third parties,
<br />Customer has sole responsibility for the accuracy, correctness and completeness of such specifications, technical information,
<br />drawings, or advice. Cummins make no warranties or representations respecting the accuracy, correctness and completeness of any
<br />specifications, technical information, drawings, advice or other information provided by Cummins. Cummins makes no warranties
<br />or representations respecting the suitability, fitness for intended use, compatibility, integration or installation of any Equipment
<br />supplied under this Agreement. Customer has sole responsibility for intended use, for installation and design and performance where it
<br />is part of a power, propulsion, or other system. Limitation of warranties and remedies and all disclaimers apply to all such technical
<br />information, drawings, or advice. Customer acknowledges and agrees by accepting delivery of the Equipment that the Equipment
<br />purchased is of the size, design, capacity and manufacture selected by the Customer, and that Customer has relied solely on its own
<br />judgment in selecting the Equipment.
<br />19.CONFIDENTIALITY. Removed
<br />20.GOVERNING LAW AND JURISDICTION. This Agreement and all matters arising hereunder shall be governed by, interpreted, and
<br />construed in accordance with the laws of the State of Indiana without giving effect to any choice or conflict of law provision.
<br />The parties agree that the federal and state courts of the State of Indiana shall have exclusive jurisdiction to settle any dispute or claim
<br />arising in connection with this Agreement or any related matter, and hereby waive any right to claim such forum would be
<br />inappropriate, including concepts of forum non conveniens.
<br />21.INSURANCE. Upon Customer’s request, Cummins will provide to Customer a Certificate of Insurance evidencing Cummins’
<br />relevant insurance coverage.
<br />22.ASSIGNMENT. This Agreement shall be binding on the parties and their successors and assigns. Customer shall not assign this
<br />Agreement without the prior written consent of Cummins.
<br />23.INTELLECTUAL PROPERTY. Any intellectual property rights created by either party, whether independently or jointly, in the
<br />course of the performance of this Agreement or otherwise related to Cummins pre-existing intellectual property or subject matter
<br />related thereto, shall be Cummins’ property. Customer agrees to assign, and does hereby assign, all right, title, and interest to such
<br />intellectual property to Cummins. Any Cummins pre-existing intellectual property shall remain Cummins’ property. Nothing in
<br />this Agreement shall be deemed to have given Customer a license or any other rights to use any of the intellectual property rights of
<br />Cummins.
<br />24.PRICING. To the extent allowed by law, actual prices invoiced to Customer may vary from the price quoted at the time of order
<br />placement, as the same will be adjusted for prices prevailing on the date of shipment due to economic and market conditions at the
<br />time of shipment. Subject to local laws, Cummins reserves the right to adjust pricing on goods and services due to input and labor cost
<br />changes and/or other unforeseen circumstances beyond Cummins’ control.
<br />25.MISCELLANEOUS. Cummins shall be an independent contractor under this Agreement. All notices under this Agreement shall be
<br />in writing and be delivered personally, mailed via first class certified or registered mail, or sent by a nationally recognized express
<br />courier service to the addresses set forth in this Agreement. No amendment of this Agreement shall be valid unless it is writing and
<br />signed by an authorized representative of the parties hereto. Failure of either party to require performance by the other party of
<br />any provision hereof shall in no way affect the right to require such performance at any time thereafter, nor shall the waiver by a party
<br />of a breach of any of the provisions hereof constitute a waiver of any succeeding breach. Any provision of this Agreement that is invalid
<br />or unenforceable shall not affect the validity or enforceability of the remaining terms hereof. These terms are exclusive
<br />and constitute the entire agreement. Customer acknowledges that the provisions were freely negotiated and bargained for, and
<br />Quotation: Q-217118-20240405-1659
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