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Terms and Conditions - 1 <br />ATTACHMENT TO <br />PURCHASE AGREEMENT <br />(TERMS AND CONDITIONS) <br /> <br />1. Agreement to Purchase and Sell. Subject to the terms, conditions, and provisions of this <br />Agreement, Seller agrees to manufacture and sell to the City, and City agrees to purchase from <br />Seller, the Apparatus. <br />2. Purchase Order. The City will issue a purchase order to Seller for the Apparatus that it will <br />purchase. In order for a purchase order to be effective, it must be issued by the City prior to the <br />Order Deadline in the Basic Provisions. The Purchase Order is subject to Seller’s written <br />acceptance by an authorized representative at Seller’s headquarters and will not be binding until <br />so accepted. <br />3. Final Approved Plans. <br />A. After purchase order issuance, Seller shall produce complete plans, drawings, and <br />specifications for the ordered Apparatus in accordance with the requirements of this <br />Agreement (including without limitation the requirements in the RFP scope of work) and <br />submit them for the City Project Manager’s written approval. <br />B. The complete final set of plans, drawings, and specifications for the Apparatus as approved <br />in writing by the City Project Manager are collectively referred to in this Agreement as the <br />“Final Approved Plans.” <br />4. Manufacture and Acceptance. <br />A. Seller will manufacture and complete the ordered Apparatus in accordance with the Final <br />Approved Plans so that the Apparatus may be accepted by the City no later than the Final <br />Acceptance Deadline. <br />B. The City will accept the completed Apparatus after the Apparatus has passed all testing and <br />inspections required in the RFP and is delivered to the City at the City’s chosen location in <br />Everett, Washington. The City and Seller will fully cooperate with each other to schedule and <br />complete all required testing and inspections. The City has no obligation to accept the <br />Apparatus not manufactured and completed in accordance with the Final Approved Plans or <br />that has not passed all required testing and inspections. The City’s acceptance of the <br />Apparatus will be in writing and signed by the City’s Project Manager. <br />C. Acceptance of the Apparatus by the City does not in any way release Seller from Seller’s <br />warranty that the Apparatus is manufactured and completed in accordance with the Final <br />Approved Plans. <br />D. The Seller and City Project Managers may approve in writing extension(s) of the Final <br />Acceptance Deadline(s) up to a maximum total extension of one year , with such approvals <br />not unreasonably withheld. Additional extension(s) will require amendment to this <br />Agreement as set forth in Section 11.K below, which is at each party’s sole discretion. <br />E. For the avoidance of doubt, the Apparatus will be deemed accepted if the City fails to notify <br />Seller in writing of any rejection within thirty (30) days of delivery. <br />5. Payment.