Purchasing Terms & Conditions

Standard Purchase Order Terms and Conditions

PRICE—If no prices are specified, the price shall not exceed the lowest price charged by the VENDOR to the PURCHASER for similar goods/services or the lowest price charged by the VENDOR for similar goods/services sold elsewhere, or the price last quoted to the PURCHASER, whichever is lower. Goods whose prices differ from those shown on a purchase order must receive approval of the PURCHASER before they will be accepted. Unless otherwise stated the price shown on a purchase order must include all necessary costs (DDP) for packing, shipping, duties and any other expenses incurred while shipping and offloading goods to the point shown as the destination. Note that all prices are in Canadian Funds unless otherwise stated.

PURCHASE ORDER NUMBER—Purchase Order Numbers must appear on all Packing/Delivery Slips, Bills of Lading, Customs Documents, Invoices, correspondence, and any other documents relating to the Purchase Order.

MSDS—All hazardous products shipped against Purchase Orders must be correctly labeled according to the Transportation of Dangerous Goods Act. VENDORS must provide Material Safety Data Sheets for any hazardous good shipped for the first time to delivery point for an order, and also provide updated copies of MSDS when requested.

DELIVERY—Time of delivery shall be the essence of a contract and failure of the VENDOR to deliver all or any part of the goods ordered at the time or times specified shall confer on the PURCHASER the right to cancel the contract at its option without penalty.

ORDER CANCELLATION—Failure of the VENDOR to deliver any part of a Purchase Order by dates requested or specified may result in cancellation of any undelivered goods/services, without penalty.

HST—Where applicable, HST is to be shown as an individual charge per line item on each invoice.

NO SUBSTITUTES OR ALTERATIONS—No substitutes for goods/services ordered, nor alterations to Purchase Order Terms and Conditions will be accepted without agreement of issuer of the Purchase Order.

PAYMENT DISCOUNTS—Discounts will be calculated from the time the goods/services are received by the PURCHASER, or the date on which satisfactory invoices are received by the PURCHASER, whichever shall be the later.

TITLE—The receipt of the goods by the carrier shall not be deemed to be receipt thereof by the PURCHASER, and title to the goods shall not pass to the PURCHASER until same be delivered at their destination to a servant or agent of the PURCHASER.

MATERIAL IN EXCESS—Goods delivered in excess of amount called for in a Purchase Order may be refused and returned at VENDOR’S expense and additional work involving compensation above the contract price herein shall not be done except at VENDOR’S own expense.

SHIPMENTS FROM OUTSIDE CANADA—Properly certified customs invoices in TWO PARTS must be sent separately to the PURCHASER at the time the shipment is made. Failure to provide required documentation may result in delay or return of the shipment by Canada Customs. On truck shipments, an extra copy of customs invoices should accompany the bill of lading.

VALUE DECLARATION—The VENDOR will be held liable for any loss resulting from an improper value shown on shipping papers.

PACKING LIST—Packing lists, PREFERABLY IN DUPLICATE, must accompany each shipment. The Develop Nova Scotia PURCHASE ORDER NUMBER must appear on all packing lists.

INSPECTION—All goods delivered are subject to inspection and test within 10 working days after delivery at the PURCHASER’S premises, and if unsatisfactory may be returned to the VENDOR, at the VENDOR’S expense upon receipt of Return Goods Authorization, notwithstanding intermediate payment by the PURCHASER.

STANDARDS—Develop Nova Scotia reserves the right to refuse acceptance of any or all electrical equipment or component parts which has not been approved by the Canadian Standards Association or that is certified to all appropriate CSA Standards. Two copies of “Operating Instructions” and at least one copy of “Service/Repair Manuals” must be included in shipments.

VENDOR UNLOADING, PLACING OR INSTALLING RESPONSIBILITY— Where the VENDOR is responsible for the unloading and placing or installing of material and has not so arranged, the PURCHASER is hereby authorized to undertake work at the expense of the VENDOR and the PURCHASER will not be responsible for any damage to the material resulting from such action on the part of the PURCHASER.

SPECIFICATIONS—If an order refers to plans or specifications, the same shall be deemed to be incorporated in and be a part of an order and of a contract, and any plans, blueprints, patterns, etc., furnished by the PURCHASER to the VENDOR shall not be published or disclosed by the supplier to any other person or corporation and shall be returned to the PURCHASER upon completion of the order.

WARRANTY—All equipment must carry a one-year warranty, at a minimum, unless otherwise specifically stated on the Purchase Order, that commences when incoming inspection is passed, or at time of installation, whichever is later. Specific warranties in excess of one year shall survive this clause. No other rights or remedies provided by law are waived.

PLACE OF CONTRACT—An order and the contract resulting from its acceptance shall be construed according to the laws of the Province of Nova Scotia.

PERFORMANCE—No assignment of a contract shall be made by the VENDOR without the written consent of the PURCHASER.

MODIFICATION—No agreement or other understanding in any way modifying the conditions of a contract will be binding on the PURCHASER unless made in writing and signed by our authorized representative.

INDEMNIFICATION—VENDOR agrees to protect , defend, hold harmless and indemnify the PURCHASER from and against liability and expense arising out of the alleged infringement of any patent, trademark or copyright by merchandise furnished hereunder, or arising out of death or injury to person or damage to property, by whomsoever suffered claimed to have resulted from any alleged defect in such merchandise or from failure thereof to comply with specifications or with the expressed and implied warranties of the VENDOR, or arising out of the alleged violation by such merchandise or in its manufactured or sale of any statute, ordinance, or administrative order, rule or regulation.

INDEPENDENT CONTRACTOR—In accepting an order, VENDOR agrees that VENDOR is an independent CONTRACTOR for all intents and purposes and that the VENDOR will protect and save harmless the PURCHASER from any claims or damages arising from injury to VENDOR’S employees from any cause whatsoever while in and about PURCHASER’S property and VENDOR further agrees to carry Workman’s Compensation Insurance necessary under Provincial or Federal statutes. VENDOR also agrees that none of the individuals whose compensation for services is paid by the VENDOR shall be deemed to be employed by the PURCHASER for the purpose of any tax or contribution levied by Federal or Provincial or Municipal law. The CONTRACTOR, or VENDOR, agrees to indemnify and save the PURCHASER harmless from any and all judgements, costs, expenses, including solicitor’s fees and claims on account of damage to property or personal injuries including death which may be sustained by himself, his employees, the PURCHASER or employees of the PURCHASER or third persons or their employees arising out of or in connection with the work done under this order. The CONTRACTOR or VENDOR must conform to all the requirements of Federal, Provincial, and Municipal laws, by-laws and regulations applicable to the performances of the work to be done under an order. It is further understood and agreed that PURCHASER may withhold any and all payments due under an order until CONTRACTOR or VENDOR shall furnish to them satisfactory evidence that all bills for labour, material et cetera supplied to CONTRACTOR or VENDOR on an order have been paid in full.

FORCE MAJEURE—The VENDOR shall not be liable for failure or delay in delivering the Goods if such failure or delay is a direct result of any act of God, labour dispute or other cause beyond the control of the VENDOR provide that the VENDOR shall immediately notify the PURCHASER upon happening of any such cause. If such failure or delay in delivery shall continue for a period exceeding seven (7) days, the PURCHASER may cancel this order.

ELECTRONIC PURCHASE ORDERS—The PURCHASER will use EDI to transmit Purchase Orders to VENDORS when both parties have mutually agreed upon a third-party service provider. Either party may modify its election to use, not use or change a provider upon 30 days prior written notice to the other party. If either party receives a garbled transmission, the receiving party shall promptly contact the sender or third-party network to reject the garbled transmission and to request a resend of such transaction. Unsigned electronic purchase orders are considered to be authorized legal documents when mutually agreed upon by the PURCHASER and the VENDOR.

GENERAL—All paragraph headings contained in this Agreement are for identification purposes only and shall not affect the interpretation hereof. Clerical errors are subject to correction.

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