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by the County. Upon acceptance of the goods, risk of loss will pass to the County, except as to latent defects, fraud, and GenPac's warranty obligations. 6) Product Warranty. GenPac warrants that the goods furnished will be of good materials and workmanship, free from defect, fit for the purposes for which they were purchased, and conform to the specifications listed in the County's request for proposals and solicitation documents submitted to the County by GenPac,. Such warranties are in addition to all express warranties and will run to the benefit of the County. GenPac's period of warranty with respect to each item will be at least as long as that of the manufacturer of such item. 7) Conforming Goods. The goods subject to this agreement shall conform in all respects with the solicitation documents. In the event of non-conformity, and without limitation upon any other remedy, the County shall have no financial obligation in regard to the non- conforming goods. 8) Termination. The County may terminate this agreement when GenPac has been provided written notice of default or non-compliance and has failed to cure the default or non- compliance within thirty (30) calendar days. The County, upon termination for default or non-compliance, reserves the right to make any legal action it may deem necessary including, without limitation, offset of damages against any payment due. 9) Indemnity. To the fullest extent permitted by law, GenPac shall indemnify and hold harmless the County and its officials, agents, and employees from and against all claims, damages, losses, and expenses, direct, indirect, or consequential (including but not limited to attorney's fees) arising out of or resulting from the performance of this Contract or the actions of GenPac or its officials, employees, or contractors under this agreement or under agreements entered into by the GenPac in connection with this agreement. This indemnification shall survive the termination ofthis agreement. 10) Assignment. No portion of this agreement may be assigned or subcontracted to any other individual, firm or entity without the express and prior written approval of the County. 11) Advertising. GenPac agrees that it will not, prior to, in the course of, or after performance under this agreement use the County's name in any advertising or promotional media as a customer or client of GenPac without the prior written consent ofthe County. 12) Venue and Jurisdiction. This agreement shall be governed by and in accordance with the laws of the State of Washington. All actions relating in any way to this contract shall be brought in the Superior Court of the County of Kittitas, Washington. Agreement for Purchase -Page 2 of 5