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<br />interest shall be made in accordance with S.C. Code Section 11-35-45. Contractor waives imposition of an interest penalty unless the
<br />invoice submitted specifies that the late penalty is applicable. [07-7A055-1]
<br />PUBLICITY (JAN 2006)
<br />Contractor shall not publish ally comments or quotes by State employees, or include the State in either news releases or a published list of
<br />customers, without the prior written approval of the Procurement Officer. [07-7A060-1]
<br />PURCHASE ORDERS (JAN 2006)
<br />Contractor shall not perforni any work prior to the receipt of a purchase order from the using governmental unit. The using governmental
<br />unit shall order any supplies or services to be furnished under this contract by issuing a purchase order. Purchase orders may be used to
<br />elect any options available under this contract, e.g., quantity, item, delivery date, payment method, but are subject to all terms and
<br />conditions of this contract. Purchase orders may be electronic. No particular form is required. An order placed pursuant to the
<br />purchasing card provision qualifies as a purchase order. [07-7A065-1]
<br />SETOFF (JAN 2006)
<br />The state shall have all of its common law, equitable, and statutory rights of set-off. These rights shall include, but not be limited to, the
<br />State's option to withhold for the purposes of set-off any moneys due to the Contractor under this contract up to any amounts due and
<br />owing to the state with regard to this contract, any other contract with any state department or agency, including any contract for a term
<br />commencing prior to the term of this contract, plus any amounts due and owing to the state for any other reason including, without
<br />limitation, tax delinquencies, fee delinquencies or monetary penalties relative thereto. [07-7A070-1]
<br />SURVIVAL OF OBLIGATIONS (JAN 2006)
<br />The Parties' rights and obligations which, by their nature, would continue beyond the termination, cancellation, rejection, or expiration of
<br />this contract shall survive such termination, cancellation, rejection, or expiration, including, but not limited to, the rights and obligations
<br />created by the following clauses: Indemnification -Third Party Claims, Intellectual Property Indemnification, and any provisions
<br />regarding warranty or audit. (07-7A075-1]
<br />TAXES (JAN 2006)
<br />Any tax the contractor may be required to collect or pay upon the sale, use or delivery of the products shall be paid by the State, and such
<br />sums shall be due and payable to the contractor upon acceptance. Any personal property taxes levied after delivery shall be paid by the
<br />State. It shall be solely the State's obligation, after payment to contractor, to challenge the applicability of any tax by negotiation with, or
<br />action against, the taxing authority. Contractor agrees to refund any tax collected, which is subsequently determined not to be proper and
<br />for which a refund has been paid to contractor by the taxing authority. In the event that the contractor fails to pay, or delays in paying, to
<br />any taxing authorities, sums paid by the State to contractor, contractor shall be liable to the State for any loss (such as the assessment of
<br />additional interest) caused by virtue of this failure or delay. Taxes based on Contractor's net income or assets shall be the sole
<br />responsibility of the contractor. [07-7A080-1]
<br />TERMINATION DUE TO UNAVAILABILITY OF FUNDS (JAN 2006)
<br />Payment and performance obligations for succeeding fiscal periods shall be subject to the availability and appropriation of funds
<br />therefor. When funds are not appropriated or otherwise made available to support continuation of performance in a subsequent fiscal
<br />period, the contract shall be canceled. In the event of a cancellation pursuant to this paragraph, contractor will be reimbursed the
<br />resulting unamortized, reasonably incurred, nonrecurring vests. Contractor will not be reimbursed any costs amortized beyond the initial
<br />contract term. (07-7A085-1]
<br />THIRD PARTY BENEFICIARY (JAN 2006)
<br />This Contract is made solely and specifically among and for the benefit of the parties hereto, and their respective successors and assigns,
<br />and no other person will have any rights, interest, or claims hereunder or be entitled to any benefits under or on account of this Contract
<br />as a third party beneficiary or otherwise. [07-7A090-1]
<br />WAIVER (JAN 2006)
<br />The State does not waive any prior or subsequent breach of the terms of the Contract by making payments on the Contract, by failing to
<br />terminate the Contract for lack of performance, or by failing to strictly or promptly insist upon any term of the Contract. Only the
<br />Procurement Officer has actual authority to waive any of the State's rights under this Contract. Any waiver must be in writing. [07-
<br />7A095-1]
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<br />Attachment number 3
<br />Page 160 of 433 ,
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