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MASTER SALES AGREEMENT <br /> TERMS AND CONDITIONS <br /> This Master Sales Agreement(the"Agreement") is made and entered into as of August 5,2016(the <br /> "Effective Date")by and between Itron, Inc., a Washington corporation with a principal place of business <br /> at 2111 N.Molter Road, Liberty Lake, Washington 99019 ("Itron"), and Elk River Municipal Utilities, a <br /> Minnesota municipal corporation with a principal place of business at 1705 Main Street, Elk River,MN <br /> 55330-1137 ("Customer"). Itron and Customer may each be referred to as a"Party" and together as the <br /> "Parties." <br /> 1. Scope. This Agreement sets forth the terms governing all Technology& Services Addenda under <br /> this Agreement. The attached Transaction Summary identifies which Addenda are made a part of this <br /> Agreement. <br /> 2. Technology & Services Addenda. Technology& Services Addenda may set forth additional terms <br /> and conditions applicable to specific products and services purchased by Customer. In the event of a <br /> conflict between this Agreement and an Addendum,the Addendum will control to the extent necessary to <br /> resolve the conflict. <br /> 3. Purchase Orders. All purchase orders will be governed by the terms of this Agreement. Pre- <br /> printed terms on a purchase order will be null and void, and no contingency, addition, or conflicting term <br /> contained on any purchase order will be binding upon Itron. <br /> 4. Fees,Taxes,and Payment. <br /> 4.1. Fees. Fees will be specified in a pricing summary made a part of this Agreement. Itron reserves the <br /> right to modify the pricing summary from time-to-time during the term of this Agreement upon thirty(30) <br /> days' prior written notice to Customer for any new purchase orders. <br /> 4.2. Taxes. Prices and charges for products and services are exclusive of taxes, levies, duties and <br /> similar governmental assessments("Taxes"),all of which are the responsibility of Customer to pay. <br /> Customer is responsible for paying all Taxes applicable to transactions. If Itron has the legal obligation to <br /> pay or collect Taxes for which Customer is responsible,the appropriate amount shall be invoiced to and <br /> paid by Customer, unless Customer provides a valid tax exemption certificate or direct pay permit <br /> authorized by the appropriate taxing authority. Itron is solely responsible for taxes assessable against Itron <br /> based on its income, property and employees. <br /> 4.3. Payment. All purchase orders are subject to credit approval. Payment terms are net thirty(30) days <br /> from the date of invoice. All payments shall be made in US currency. Late payments shall accrue interest <br /> from the due date at the rate of 1.0%of the outstanding balance per month, or the maximum rate permitted <br /> by law until the date paid, and Itron may condition future renewals and purchase orders on payment terms <br /> shorter than thirty(30)days. <br /> 5. Term and Termination. <br /> 5.1. Term. The term of this Agreement begins on the Effective Date and continues for a period of five <br /> (5)years and shall automatically renew for one(1)year periods—up to three(3)years' renewal of annual <br /> renewal terms in total—unless either Party provides ninety(90)days' prior written notice by either Party <br /> of intent not to renew prior to the applicable expiration date. <br /> 5.2. Termination for Convenience. Either Party may terminate this Agreement for convenience upon <br /> ninety(90)days' prior written notice to the other. <br /> 11A <br />