Quality and Quantity
All materials and services supplied in fulfilment of this purchase order shall, on their delivery date, be of good quality and suitable for their intended use and shall be subject to the Purchaser's inspection and acceptance within a reasonable time after delivery at the destination. Materials and services shall be as specified in writing by the Purchaser to the Vendor and shall not be substituted without the Purchaser's prior written consent. If materials are rejected for any default in quality, non-compliance with specifications or unsuitability for their intended use, the Purchaser shall have the option, at the Vendor's risk and expense, of returning them or keeping them subject to the Vendor's specific instructions.
All warranties shall continue after inspection, acceptance and payment of the materials and services.
The quantity supplied shall be in accordance with this purchase order and shall not be changed without the Purchaser's prior written consent. top of page
All material supplied in fulfilment of this purchase order shall be forwarded in accordance with the Purchaser's instructions, or in the absence of such instructions, by the route in respect of which the transportation rate is the lowest. Excess transportation costs resulting from the use of another route shall be borne by the Vendor. Should a contract of carriage by water not include insurance, shipments must nevertheless be forwarded properly insured.
Unless otherwise specified in writing, the Purchaser shall not be charged for packaging or storage.
Any additional transportation costs due to partial shipment not previously authorised in writing by the Purchaser shall be borne by the Vendor. top of page
Delivery of Materials and Performance of Services
Delivery of materials supplied in fulfilment of this purchase order shall be made, and services to be rendered in fulfilment of this purchase order shall be so rendered within the time herein specified. If materials are not delivered or services are not rendered within such specified time, the Purchaser may, at its option, cancel the order or any part thereof and shall then be entitled to procure such materials or services elsewhere and claim from the Vendor the amount of any loss incurred as a result of such default by the Vendor.
No liability shall be incurred by the Purchaser for failure to take delivery of all or any part of the materials or services ordered hereunder if such failure is the result of total or partial shutdown at the plant, or the result of fires, strikes, labour disputes, accident or any other causes beyond the Purchaser's reasonable control. The Vendor shall not be liable for delays or failure to effect due to similar causes.
If the terms of the delivery are FOB Purchaser's plant, all transportation charges shall be paid by the Vendor; if the terms of the delivery are FOB shipping point, the Vendor shall ship in accordance with the Purchaser's instructions. In the absence of specific instructions from the Purchaser, the Vendor shall ship in the least expensive manner that is consistent with the purchase order delivery requirements.
The Vendor shall be in default under the terms of this purchase order by the mere lapse of time in performing its obligations, in default of which shall result in the automatic cancellation of this purchase order without any legal proceedings being required. The Purchaser shall be entitled to claim damages equal to the amount indicated on the invoice for the materials not yet delivered or, as the case may be, the services not yet rendered, plus the additional indemnity provided in Article 1619 of the Civil Code of Quebec, calculated from the date of default. top of page
Terms of Payment Extras
Discount terms specified are predicated on the assumption that invoices are received by the Purchaser within three days of the shipment date; in the event that the Purchaser receives the invoice three days after shipment, the discount will be calculated from the date the invoice is received.
Drafts will not be accepted.
Without the Purchaser's written consent, the Vendor may not claim an increase in the price specified in this purchase order on the grounds that the materials or services required more work or cost than what had been foreseen. top of page
Shipping Notices B Vendor's Invoices
The shipping notice shall be mailed on the date of shipment to the plant designated by the Purchaser as the point of destination. Materials arriving before such notice is received shall be held until the notice arrives, and all demurrage thus accruing shall be borne by the Vendor.
Invoices, accompanied by bills of lading or waybills, shall be mailed at the time of shipment to the Purchaser's Audit or Accounting Department. Shipments to each of the Purchaser's Divisions shall be invoiced separately. Invoices shall state the shipping point, place of delivery, route, destination, whether the freight is prepaid (or collect) and the terms of payment. Packing slips shall accompany all shipments. top of page
If any part of this order is being imported on the Purchaser's behalf, the Vendor shall supply the Purchaser with Form K-21A for drawback purposes. For any importation by a Canadian agent, a customs transfer invoice in triplicate shall be made out in the Purchaser's name and sent to the Purchaser.
If necessary, the Vendor shall supply the Purchaser with a certificate of origin evidencing that the materials originate from one of the signatory countries of the North American Free Trade Agreement. top of page
The Vendor shall indemnify and save harmless the Purchaser, its customers, its affiliates and their customers from and against any and all actions and claims, and from all damages, costs, royalties, charges and expenses connected therewith, alleging that the purchase or use of the materials purchased from the Vendor under this order or the provision of the services rendered by the Vendor under this order infringes a patent, trade mark, copyright, trade secret, integrated circuit topography, industrial design or other similar intellectual property right. top of page
The Vendor shall pay or cause to be paid:
Any and all compensation payable, on account of injury, death or disease, to employees of the Vendor or employees of subcontractors, under any workers' compensation legislation or the ordinary law.
Any and all payroll taxes, deductions on account of taxes required to be made at source or contributions on account of unemployment insurance in respect of employees engaged in fulfilling this purchase order.
The Vendor shall furnish to the Purchaser, at the time of invoicing, satisfactory evidence of compliance with the foregoing provisions. The Vendor shall further indemnify and save harmless the Purchaser and its affiliates from and against any action or claim and all costs, damages or expenses connected therewith arising out of the Vendor's failure to pay or cause to be paid such compensation, taxes, deductions or contributions. top of page
By its acceptance of this purchase order, the Vendor assumes all risk of damage to property or injury to persons, including death resulting therefrom, arising out of this purchase order and the performance of its obligations hereunder, sustained by the Vendor, the Vendor's employees, the Purchaser's employees, and other persons, and agrees to indemnify and save harmless the Purchaser and its affiliates from and against any and all actions and claims for such damage.
The Vendor shall also be responsible for the risk of loss of all materials and workmanship until finally accepted by the Purchaser. If the work is to be done on the Purchaser's premises, the Vendor shall keep such premises free and clear of all construction liens or hypothecs.
The Vendor shall be responsible for loss of, and damage to any and all patterns, moulds and templates delivered to the Vendor by the Purchaser, and for loss or damage to any machinery or equipment upon which work is to be performed by the Vendor, while the same is in the Vendor's possession or control, regardless of how such loss or damage occurs. top of page
The Vendor shall purchase all materials necessary for the fulfilment of this order from the Purchaser or one of its affiliates, provided such materials are manufactured by the Purchaser or one or its affiliates in Canada or elsewhere and their price is competitive. top of page
The Vendor may not assign this purchase order or its right hereunder, in whole or in part, without the Purchaser's prior written consent. top of page
Any term or condition of the Vendor's proposal or quotation which is inconsistent with any of the provisions hereof shall be superseded by the provisions hereof. top of page
Les parties aux présentes ont demandé et convenu que le présent bon de commande soit rédigé en anglais. The parties hereto have requested and agreed that this purchase order be drawn up in English. top of page
The Vendor acknowledges having read and understood the provisions hereof. The Vendor further acknowledges having had the opportunity to freely discuss and negotiate all material provisions hereof and to ask the Purchaser all questions relevant hereto. The Vendor further acknowledges that it has received appropriate answers to the questions asked and declares itself to be satisfied with such answers. top of page