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MACQUEEN
<br />r EMERGENCY
<br />E M -111 07/29/2022
<br />Ca nce I la t io n/Te r m i nat ion
<br />In the event this Agreement is cancelled or terminated by a party before completion, MacQueen may charge a
<br />cancellation fee. The following charge schedule based on costs incurred may be applied: (a) 10% of the Purchase
<br />Price after order is accepted and entered by MacQueen; (b) 20% of the Purchase Price after completion of approval
<br />drawings, and (c) 30% of the Purchase Price upon any material requisition. The cancellation fee will increase
<br />accordingly as costs are incurred as the order progresses through engineering and into manufacturing. MacQueen
<br />endeavors to mitigate any such costs through the sale of such Product to another purchaser; however, Customer
<br />shall remain liable for the difference between the Purchase Price and, if applicable, the sale price obtained by
<br />MacQueen upon sale of the Product to another purchaser, plus any costs incurred by MacQueen to conduct any such
<br />sale.
<br />8. Delivery, Inspection, and Acceptance
<br />Delivery
<br />Delivery of the Product is approximately 32 to 38 months of the Effective Date of this Agreement. Risk of loss
<br />shall pass to Customer upon Delivery. Delivery shall be made, and title shall pass upon Customer's complete
<br />fulfillment of its obligations arising under Section 4 hereof.
<br />b. Inspection and Acceptance
<br />Upon Delivery, Customer shall have fifteen (15) days within which to inspect the Product for substantial
<br />conformance to the material Specifications, and in the event of substantial non-conformance to the material
<br />Specifications to furnish MacQueen with written notice sufficient to permit MacQueen to evaluate such non-
<br />conformance ("Notice of Defect"). Any Product not in substantial conformance to material Specifications shall
<br />be remedied by MacQueen within thirty (30) days from the Notice of Defect. In the event MacQueen does not
<br />receive a Notice of Defect within fifteen (15) days of Delivery, Product will be deemed to be in conformance with
<br />Specifications and Accepted by Customer.
<br />9. Notice
<br />Any required or permitted notices hereunder must be given in writing at the address of each party set forth below,
<br />or to such other address as either party may substitute by written notice to the other in the manner contemplated
<br />herein, by one of the following methods: hand delivery; registered, express, or certified mail, return receipt
<br />requested, postage prepaid; or nationally recognized private express courier:
<br />MacQueen Equipment, LLC
<br />1125 7th Street East
<br />St. Paul, MN 55106
<br />City of Elk River Fire Department
<br />Fire Chief Mark Dickinson
<br />13073 Orono Pkwy NW
<br />Elk River, MN 55330
<br />10. Standard Warranty
<br />The equipment sold herein will be manufactured by Pierce Manufacturing, Inc. and any warranties are attached
<br />hereto as Exhibit B and made a part hereof. Any additional warranties must be expressly approved in writing by
<br />Pierce's authorized representative and MacQueen.
<br />a. Disclaimer
<br />Other than as expressly set forth in this agreement, neither Pierce, its Parent Company, Affiliates, Subsidiaries,
<br />Licensors, suppliers, distributors, dealers, including without limitation, MacQueen, or other respective officers,
<br />directors, employees, shareholders, agents, or representatives, make any express or implied warranties with
<br />respect to the products provided hereunder or otherwise regarding this agreement, whether oral or written,
<br />express, implied or statutory. Without limiting the foregoing, any implied warranty against infringement, and the
<br />implied warranty of condition of fitness for a particular purpose are expressly excluded and disclaimed.
<br />Statements made by sales representatives or in promotional materials do not constitute warranties.
<br />b. Exclusions of Incidental and Consequential Damages
<br />In no event shall MacQueen be liable for consequential, incidental, or punitive damages incurred by Customer or
<br />any third party in connection with any matter arising out of or relating to this Agreement, or the breach thereof,
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