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DocuSign Envelope ID:477C45AE-B489-46C6-84F5-C1CB6A598105 <br /> 43 <br /> offer is not in fact most favored treatment. H-GAC, after due consideration of Contractor's written explanation, <br /> may decline to accept such explanation and thereupon this Master Agreement between H-GAC and Contractor <br /> shall be automatically amended, effective retroactively, to the effective date of the most favored Master <br /> Agreement, to provide the same prices, warranties,benefits, or terms to H-GAC and the CUSTOMER/END <br /> USER. <br /> EXCEPTION: This clause shall not be applicable to prices and price adjustments offered by a bidder, <br /> proposer, or contractor, which are not within bidder's/proposer's control [example; a manufacturer's bid <br /> concession], or to any prices offered to the Federal Government and its agencies. <br /> ARTICLE 4: PARTY LIABILITY <br /> Contractor's total liability under this Master Agreement, whether for breach of contract, warranty, negligence, <br /> strict liability, in tort or otherwise, is limited to the price of the particular products/services sold hereunder. <br /> Contractor agrees either to refund the purchase price or to repair or replace product(s) that are not as warranted. <br /> Contractor accepts liability to repay, and shall repay upon demand to CUSTOMER/END USER, any amounts <br /> determined by H-GAC, its independent auditors, or any state or federal agency, to have been paid in violation of <br /> the terms of this Master Agreement. <br /> ARTICLE 5: GOVERNING LAW & VENUE <br /> Contractor and H-GAC agree that Contractor will make every reasonable effort to resolve disputes with the <br /> CUSTOMER/END USER in accord with the law and venue rules of the state of purchase. Contractor shall <br /> immediately notify H-GAC of such disputes. <br /> ARTICLE 6: SALES AND ORDER PROCESSING CHARGE <br /> Contractor shall sell its products to CUSTOMER/END USER based on the pricing and terms of this Master <br /> Agreement. H-GAC will invoice Contractor for the applicable order processing charge when H-GAC receives <br /> notification of a CUSTOMER/END USER order. Contractor shall remit to H-GAC the full amount of the <br /> applicable order processing charge, after delivery of any product or service and subsequent CUSTOMER/END <br /> USER acceptance. Payment of the Order Processing Charge shall be remitted from Contractor to H-GAC, <br /> within thirty(30) calendar days or ten(10)business days after receipt of a CUSTOMER/END USER's <br /> payment, whichever comes first, notwithstanding Contractor's receipt of invoice. For sales made by Contractor <br /> based on this Master Agreement, including sales to entities without Interlocal Master Agreements, Contractor <br /> shall pay the applicable order processing charges to H-GAC. Further, Contractor agrees to encourage entities <br /> who are not members of H-GAC's Cooperative Purchasing Program to execute an H-GAC Interlocal Master <br /> Agreement. H-GAC reserves the right to take appropriate actions including, but not limited to, Master <br /> Agreement termination if Contractor fails to promptly remit the appropriate order processing charge to H-GAC. <br /> In no event shall H-GAC have any liability to Contractor for any goods or services a CUSTOMER/END USER <br /> procures from Contractor. At all times, Contractor shall remain liable to pay to H-GAC any order processing <br /> charges on any portion of the Master Agreement actually performed, and for which compensation was received <br /> by Contractor. <br /> ARTICLE 7: LIQUIDATED DAMAGES <br /> Contractor and H-GAC agree that Contractor shall cooperate with the CUSTOMER/END USER at the time a <br /> CUSTOMER/END USER purchase order is placed,to determine terms for any liquidated damages. <br /> ARTICLE 8: INSURANCE <br /> Unless otherwise stipulated in Section B of the Bid/Proposal Specifications, Contractor must have the <br /> following insurance and coverage minimums: <br /> Page 2 of 8 <br />