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Purchase Order Terms and Conditions

1.   Unless waived or otherwise agreed in writing by the Purchaser, this Purchase Order and its terms shall not be altered, amended, varied, or, modified.  Any inconsistent or additional terms or conditions proposed by the Supplier are hereby rejected and shall not bind the Purchaser in any way, unless otherwise specified on the front of this Purchase Order.

2.   Payment for satisfactory goods and/or services shall be made in Canadian funds unless otherwise specified on the front of this Purchase Order, net 30 days from date of delivery or invoice (whichever is later) unless otherwise agreed.  Cash discounts are to be calculated from date of receipt of acceptable invoices by the Purchaser.

3.   Unless otherwise specified, the price specified on the front of this Purchase Order shall be the complete cost (i.e. amount without taxes) to the Purchaser and includes all fees, royalties, licenses, levies and charges of every description (including charges for crating, boxing and cartage).  Information on the front of this Purchase Order shall indicate the Goods and Services and B.C. Provincial Sales taxes applicable.

4.   Time of delivery and/or installation shall be of the essence.  Failure to deliver or install in the quantities and with the specifications described on the delivery dates specified shall entitle the Purchaser at its sole option to cancel any portion or all of the shipment without liability or cost, in addition to any other rights of the Purchaser.

5.   (a)  Regardless of payment, all goods and services shall be subject to inspection and approval by the Purchaser without limitation as to time.  The Purchaser may reject the goods and/or services, in whole or in part, and/or terminate the contract if, in the opinion of the Purchaser, the goods and/or services, in whole or in part, are unsatisfactory, non-conforming to order or specification, or if the Supplier has breached any term or condition of this Purchase Order.
(b)  In the case of rejected goods, the Purchaser may either i) request the Supplier to replace the goods at the Supplier’s risk and expense, ii) return the goods to the Supplier at the Supplier’s risk and expense or, ii) advise the Supplier to remove the rejected goods, at the Supplier’s risk and expense. Any responsibility of the Purchaser with respect to the replaced or rejected goods shall absolutely cease.
(c)  In the case of rejected services, the Purchaser may i) require the Supplier to re-perform the services at the Supplier’s expense, or ii) terminate the contract without payment and obtain the services from another source at the Supplier’s expense.  Any responsibility of the Purchaser with respect to the re-performed or rejected services shall absolutely cease.

6.   In addition to the Purchaser’s rights at law, of the Purchase Order, and any other Supplier warranties, and regardless of prior payment, the Supplier shall, at its own expense, replace any goods or parts thereof or redo any services which become defective or unusable as a result of faulty manufacture, design, material or workmanship for a period of one (1) year from date of delivery or installation (whichever is later), unless otherwise specified on the front of this Purchase Order.

7.   This Purchase Order shall not be assigned or sub-contracted by the Supplier, in whole or in part, without the express written consent of the Purchaser.

8.   Unless otherwise specified, all shipments are to be made prepaid or as per the delivery terms on the Purchase Order, and it is the Supplier’s responsibility to arrange and ensure full and complete protection from the hazards of transportation while in transit to the Purchaser.

9.   All packages, packing slips, invoices, correspondence, customs documentation and freight bills of lading shall have the Purchaser’s complete Purchase Order number predominantly displayed and packing slips shall accompany all shipments.  Invoices will not be processed for payment until all items invoiced are received and approved by the Purchaser.

10. (a)      For all goods and materials subject to Workplace Hazardous Material Information System (WHMIS) legislation, Material Safety Data Sheets (MSDS) shall accompany the goods or materials and shipping documents, before the goods or materials will be accepted by Purchaser.
(b)     Dangerous goods shall be shipped only in compliance with Canadian Transportation of Dangerous Good (TDG) Regulations, 49 CFR U.S. Hazardous Materials Regulations, and all other environmental laws, rules, regulations and procedures, where applicable.

11. The following warranties shall apply to any goods or services supplied or delivered:

  • all terms, conditions, warranties, and undertakings implied by the Sale of Goods Act (British Columbia) shall apply, save as expressly qualified in any addendum hereto;
  • all services provided shall be performed in a good and workmanlike manner by qualified personnel;
  • all goods shall be new, latest model and/or latest version unless otherwise specified on the front of the Purchase Order;
  • all goods shall be free and clear of any liens, claims, security interests or rights in favour of any third person;
  • the Supplier shall comply with all applicable laws, ordinances, rules, building codes, regulations and bylaws, whether Federal, Provincial or Local;
  • the Supplier shall pay its employees, subcontractors and suppliers as and when due, and make all necessary payments, withholdings and remittances to all applicable governmental agencies, including Workers' Compensation Board, Revenue Canada and Canada Pension Plan, and shall comply with all applicable employment and workplace safety standards;
  • all electrical and electronic goods & components ordered shall conform to the standards of the British Columbia Electrical Safety Branch or have been approved by the Canadian Standards Association (CSA);
  • the Supplier at its own expense, shall be solely responsible for obtaining and maintaining all necessary building and other permits, licences or fees and approvals for performance of its obligations, including any final occupancy permits, required in order for the University to use and enjoy the subject goods and services;
  • the Supplier covenants that there has been no violation or infringement of trade marks, patent, copyright or any other intellectual property right of another person in the manufacturer, production or sale of the goods, materials or services supplied under this Purchase Order.

12. The Supplier shall indemnify, defend and save harmless the Purchaser and Purchasers employees and agents from any and all claims, suits, actions, causes of actions, administrative proceedings, damages, losses, liabilities and expenses (including legal fees on a solicitor/client basis) arising out of any act, omission, breach or default of the performance, negligence, or non-performance of this Purchase Order but the Supplier or the Suppliers employees or agents. The provisions of this indemnity are paramount to any insurance requirements herein and shall survive the term of this Purchase Order.

13. The Purchaser is not responsible for any risk of loss or damage to the goods supplied until clear and unrestricted title to such goods is transferred to the Purchaser.  Clear and unrestricted title for any goods or equipment purchased shall pass to the Purchaser as per the delivery terms shown on the Purchase Order or when the installation is completed and accepted.

14. The Supplier shall maintain insurance coverage in an amount and form reasonably acceptable to the Purchaser.  The insurances may at a minimum include General Liability, Employers Liability, Automobile Liability, Professional Liability, Property All Risks, Transit / Marine Insurance and Workers' Compensation.  The insurances carried by the Supplier are in support of the indemnity provisions herein and do not restrict or minimize the liabilities of the Supplier to the Purchaser or any third parties.

Rev. 05/10/2016