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011221-GAL <br /> <br />Rev. 10/2020 5 <br /> <br />Vendor’s acceptable forms of payment are included in Attachment A. Participating Entities will <br />be solely responsible for payment and Sourcewell will have no liability for any unpaid invoice of <br />any Participating Entity. <br /> <br />B. ADDITIONAL TERMS AND CONDITIONS/PARTICIPATING ADDENDUM. Additional terms and <br />conditions to a purchase order, or other required transaction documentation, may be <br />negotiated between a Participating Entity and Vendor, such as job or industry-specific <br />requirements, legal requirements (e.g., affirmative action or immigration status requirements), <br />or specific local policy requirements. Some Participating Entitles may require the use of a <br />Participating Addendum; the terms of which will be worked out directly between the <br />Participating Entity and the Vendor. Any negotiated additional terms and conditions must <br />never be less favorable to the Participating Entity than what is contained in this Contract. <br /> <br />C. SPECIALIZED SERVICE REQUIREMENTS. In the event that the Participating Entity requires <br />service or specialized performance requirements (such as e-commerce specifications, <br />specialized delivery requirements, or other specifications and requirements) not addressed in <br />this Contract, the Participating Entity and the Vendor may enter into a separate, standalone <br />agreement, apart from this Contract. Sourcewell, including its agents and employees, will not <br />be made a party to a claim for breach of such agreement. <br /> <br />D. TERMINATION OF ORDERS. Participating Entities may terminate an order, in whole or <br />in part, immediately upon notice to Vendor in the event of any of the following events: <br /> <br />1. The Participating Entity fails to receive funding or appropriation from its governing body <br />at levels sufficient to pay for the goods to be purchased; <br />2. Federal, state, or provincial laws or regulations prohibit the purchase or change the <br />Participating Entity’s requirements; or <br />3. Vendor commits any material breach of this Contract or the additional terms agreed to <br />between the Vendor and a Participating Entity. <br /> <br />E. GOVERNING LAW AND VENUE. The governing law and venue for any action related to a <br />Participating Entity’s order will be determined by the Participating Entity making the purchase. <br /> <br />7. CUSTOMER SERVICE <br /> <br />A. PRIMARY ACCOUNT REPRESENTATIVE. Vendor will assign an Account Representative to <br />Sourcewell for this Contract and must provide prompt notice to Sourcewell if that person is <br />changed. The Account Representative will be responsible for: <br /> <br />x Maintenance and management of this Contract; <br />x Timely response to all Sourcewell and Participating Entity inquiries; and <br />x Business reviews to Sourcewell and Participating Entities, if applicable. <br />  <br /><br /> <br />