8. FORCE MAJEURE. Neither party shall be liable to the other for any delay or failure to perform its
obligations under the Order to the extent such delay or failure is caused by any event beyond the
reasonable control of such party. Notwithstanding the foregoing, in no event shall the provisions of this
Section 9 apply to any of Customer's payment obligations under the Order.
9. TERMINATION. Cale shall have the right to terminate this Order if the Customer breaches or defaults
on one or more of its obligations contained herein.The City will have 60-days to cure breach of
default. in such cases, Customer agrees to give Cale full access to its Products.
10, COOPERATIVE PURCHASES (“PIGGYBACKING”). It is the express intention of Cale to allow
cooperative purchasing or “piggybacking” off of all of its contracts provided that the governmental
entities seeking to take advantage of cooperative purchasing have complied with all applicable local,
state and federal laws, rules, and regulations.
11. MISCELLANEOUS. Absent a previously signed and unexpired contract between Customer and Cale
with respect to the Lease, Rental or Purchase of the same Products covered by the Order, the Order
contains the final agreement of Cale and Customer with respect to the matters covered therein. If the
parties agree to utilize Customer’s standard terms and conditions, the terms of the Order shall continue
to control absent a directly contradictory provision in Customer's terms and conditions. Other terms: (i)
any additional terms and conditions contained on the face of the Order shall supersede any contrary or
inconsistent terms or conditions contained in these General Terms & Conditions and Specific Terms &
Conditions, if applicable; (ii} no modification of the terms of the Order shall be valid without written
authorization of Cale; (ili) no prior course of dealing between the parties hereto nor usage of the trade
shall be relevant to supplement or explain any term used in the Order; and (iv) should any of the
provisions of the Order be declared by a court of competent jurisdiction to be invalid, such decision shall
not affect the validity of any remaining provisions.
12. GOVERNING LAW; VENUE. The Order shall be construed and enforced in accordance with the
internal laws of the State of New Hampshire. Except to the extent the laws of another state apply with
respect to the enforcement of a security interest under the Order, any party to the Order bringing a
legal action or proceeding against any other party arising out of or relating to the Order or the
transactions contemplated hereby shall bring the legal action or proceeding in either the
Hillsborough County {New Hampshire) Superior Court Southern Judicial District or in the New
Hampshire 9th Circuit Court— Nashua
(the “Designated Courts”). Each party consents to the exclusive jurisdiction of the Designated Courts for
the purpose of all legal actions and proceedings arising out of or relating to the Order or the
transactions contemplated hereby. Each party agrees that the exclusive choice of forum set forth in this
Section does not prohibit the enforcement of any judgment obtained in the Designated Courts or any
other appropriate forum.
Check Here If Order Is For Meters And Parts
1, PRODUCT WARRANTIES. During the General Warranty Period (as defined below}, Cale
Shall replace, at no additional cost to Customer, except as otherwise provided under the Order, any
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