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The parties acknowledge and agree that each Participating Addendum executed in accordance herewith <br />incorporates the terms and conditions of the Contract, and that the corresponding Participating Entities will <br />be bound to the terms and conditions of that Participating Addendum and the Contract. <br />Neither the Special Terms and Condition, nor any purchase order(s) issued under the Contract shall <br />contradict or supersede any terms and conditions in the Contract without written evidence of mutual assent <br />to such change(s) between Contractor and the Lead State. <br />6. [OMITTED] <br />7. ASSENT. The parties agree that the terms and conditions listed on incorporated attachments of <br />this Contract are also specifically a part of this Contract and are limited only by their respective order of <br />precedence and any limitations specified. <br />[OMITTED] <br />9. [OMITTED] <br />10. [OMITTED] <br />11. CONSIDERATION. The parties agree that Contractor will provide the services and products <br />specified in, and in accordance with the Contract. Contracted prices represent ceiling prices for the <br />supplies and services offered. Contractor shall report to the Lead State any price reduction or discount, or <br />other more favorable terms offered to any Participating Entity and the Contractor agrees to negotiate in <br />good faith to re-establish ceiling prices or other more favorable terms and conditions applicable to future <br />orders. Bid prices must remain firm for the full term of the Contract. In the case of error in the extension <br />of prices in the bid, the unit prices will govern. WSCA does not guarantee to purchase any amount under <br />this Contract. Estimated quantities in the Solicitation are for bidding purposes only and are not to be <br />construed as a guarantee to purchase any amount. If Contractor has quoted a cash discount based upon <br />early payment; discounts offered for less than thirty (30) days have not been considered in making the <br />award. WSCA is not liable for any costs incurred by the bidder in proposal preparation. <br />12. PAYMENT. Payment is normally made within thirty (30) days following the date the entire <br />order is delivered or the date a correct invoice is received, whichever is later. After forty-five, (45) days the <br />Contractor may assess overdue account charges up to a maximum rate of one (1) percent per month on the <br />outstanding balance. Payments will be remitted by mail. Payments may be made via a Participating State's <br />"Purchasing Card." <br />13. TAXES. <br />13.1 Payable By Participating Entities. Prices shall be exclusive of state sales and federal <br />excise taxes. Participating Entities may be required to show proof of any tax exemptions. Where a <br />Page 4 of 19 <br />25K-6