U OF R STANDARD PURCHASE ORDER TERMS AND CONDITIONS
NOTICE OF CONFIDENTIALITY
The information contained in this purchase order facsimile transmission is legally privileged and confidential, intended only for the use of the individual or entity named within the document. If you are not the intended recipient, you are hereby notified that any disclosure, copying, distribution or taking of any action in reliance on the telecopied information is strictly prohibited. If you have received this transmission in error, please notify us immediately by telephone so that we can arrange for its return. Thank you.
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 Seller are hereby rejected and shall not bind the purchaser
in any way.
2. Payment for satisfactory goods and/or services shall
be made in Canadian funds, net 30 days from date of delivery or invoice
(whichever is later) unless otherwise agreed. Drafts will not be honoured
and 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 to the Purchaser
and includes all fees, royalties, licences, levies and charges of
every description (including any freight related charges).
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 Seller has breached any term or condition
of this Purchaser Order.
b) In the case of rejected goods, the Purchaser
may either return those goods to the Vendor at the Vendor's risk and expense,
or, advise the Vendor to remove the rejected goods, at the Seller's risk
and expense, whereupon any responsibility of the Purchaser with respect
to the rejected goods shall absolutely cease.
c) In the case of rejected services, the Purchaser
may either require the Seller to resolve the service issue(s) at the Seller's
expense or terminate the contract without payment and obtain the services
from another source at the Seller's expense.
6. In addition to the Purchaser's rights at law, of this
Purchase Order, and any other Seller warranties, and regardless of prior
payment, the Seller 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).
7. This Purchase Order shall not be assigned or sub-contracted
by the Seller, in whole or in part, without the express written consent
of the Purchaser.
8. All shipments are to be made prepaid and it is the Seller's
responsibility to arrange full and complete protection of shipment while
in transit to the Purchaser.
9. All electrical and electronic goods & components
ordered shall conform to the standards of the Saskatchewan Electrical
Safety Branch or have been approved by the Canadian Standards Association
(CSA).
10. All packages, packing slips, invoices, correspondence,
customs documentation and freight bills of lading shall have the Purchaser's
complete Purchase Order number prominently displayed and packing slips
shall accompany all shipments. Invoices will not be processed for payment
until all items invoiced are received and approved of by the Purchaser.
11. a) For all goods or materials subject to Workplace
Hazardous Material Information System (WHMIS) legislation, Material Safety
Data Sheets (MSDA) shall accompany the goods or materials and shipping
documents.
b) Dangerous goods shall be shipped only in compliance
with Canadian Transportation of Dangerous Goods (TDG) Regulations, 49 CFR
U.S. Hazardous Materials Regulations, and all other environmental laws,
rules, regulations and procedures, where applicable.
12. The Seller 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 manufacture, production or sale
of the goods, materials or services supplied under this Purchase Order.
13. The Seller shall indemnify and save harmless the Purchaser
from any & all damages, losses, liabilities, suits and expenses ( including
reasonable legal fees) arising out of or connected with the Seller's performance
or lack of performance or any default or breach of any term of this Purchase
Order.
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