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DocuSign Envelope ID: 443CB027-433D-46A7-BC42-6A19334951 133 <br />121923-SHI <br />2. EQUIPMENT, PRODUCTS, OR SERVICES <br />A. EQUIPMENT, PRODUCTS, OR SERVICES. Supplier will provide the Equipment, Products, or <br />Services as stated in its Proposal submitted under the Solicitation Number listed above. <br />Supplier's Equipment, Products, or Services Proposal (Proposal) is attached and incorporated <br />into this Contract. "Equipment" and "Products" shall mean the third -party software, computer <br />peripherals, computer hardware, and associated IT services resold by Vendor and provided by <br />third parties. ''Services" shall mean all professional services provided by Vendor under of a <br />Statement of Work. "Statement of Work" or "SOW" shall mean a document mutually agreed <br />upon between the Vendor and the Member that references these terms and conditions and <br />describes the Services to be provided, the associated schedule and price, and any special <br />conditions applicable to that SOW. <br />All Equipment and Products provided under this Contract must be new and the current model. <br />Supplier may offer close-out or refurbished Equipment or Products if they are clearly indicated <br />in Supplier's product and pricing list. Unless agreed to by the Participating Entities in advance, <br />Equipment or Products must be delivered as operational to the Participating Entity's site. <br />This Contract offers an indefinite quantity of sales, and while substantial volume is anticipated, <br />sales and sales volume are not guaranteed. <br />B. Supplier warrants that all Equipment, Products, and Services furnished are free from liens <br />and encumbrances. In addition, Supplier warrants the Services are free from material defects <br />for ninety (90) days commencing with final acceptance of Services unless otherwise specified in <br />a SOW (the "Warrant Period"). WARRANTY. Participating Entity agrees to look solely to the <br />manufacturer to reach a resolution in any dispute over warranty terms with the manufacturer. <br />Any manufacturer's warranty that extends beyond the expiration of the Supplier's warranty will <br />be passed on to the Participating Entity. <br />EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT AND/OR ANY ORDER ISSUED, <br />HEREUNDER VENDOR DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, <br />INCLUDING BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A <br />PARTICULAR PURPOSE, WARRANTY OF NONINFRINGEMENT, OR ANY WARRANTY RELATING TO <br />THIRD PARTY SERVICES OR PRODUCTS. THIS DISCLAIMER CONTAINED IN THIS PARAGRAPH <br />DOES NOT AFFECTTHE TERMS OF ANY WARRANTY PROVIDED BY A MANUFACTURER. <br />C. DEALERS, DISTRIBUTORS, AND/OR RESELLERS. Upon Contract execution and throughout <br />the Contract term, Supplier must provide to Sourcewell a current means to validate or <br />authenticate Supplier's authorized dealers, distributors, or resellers relative to the Equipment, <br />Products, and Services offered under this Contract, which will be incorporated into this <br />Contract by reference. It is the Supplier's responsibility to ensure Sourcewell receives the most <br />current information. <br />Rev. 3/2022 <br />647 <br />