Purchase Order Terms

The standard terms and conditions applicable to all goods and services ordered on a purchase order are as follows:

I. General Terms and Conditions:

This purchase order number must be shown on all related invoices, shipping papers, transportation bills, packages, packing lists and correspondence. All applicable transportation charges must be prepaid unless instructions to the contrary appear on the face of the purchase order. A separate invoice in duplicate must be rendered for each order and for each shipment or delivery. Goods and Services tax must be shown separately on the invoice. A packing list must be included with each shipment applied against this order. No charge will be accepted for packing, handling or cartage, unless expressly agreed. Advise immediately of any shortage or delay in shipment. Where applicable serial numbers are to be shown on the invoice including serial numbers of trade-in equipment. WHMIS legislation requires suppliers to provide appropriate labels and material safety data sheets for regulated products. No product containing asbestos shall be supplied at any time without written authorization.

II. Delivery:

Time is of the essence in this contract, and if delivery of merchandise ordered is not completed by the date required on reverse side, the City reserves the right to terminate this contract and to purchase substitute merchandise elsewhere and charge the Seller with any incidental or consequential damages that might be incurred. The City shall not be liable for failure to take delivery of the goods and/or services ordered herein due to labour difficulties, acts of God, fortuitous events or other causes of a like or unlike nature reasonably beyond its control. Deliveries not taken during such period may be eliminated from this order at the City's option without liability on its part.

III. Changes/Modifications/Termination:

The City reserves the right at any time, to cancel or terminate this order in whole or in part by written or verbal notice confirmed in writing; or to make changes in any one or more of the following: (1) Quantity of merchandise ordered; (2) Specifications of merchandise; (3) Methods of shipment or packing; (4) Place of delivery, and (5) Time of delivery. If any such change causes an increase or decrease in the cost of, or the time required for performance of this contract, an equitable adjustment shall be made in the contract price or delivery schedule, or both. No agreement or understanding to modify this contract shall be binding upon the City unless in writing and signed by the City's authorized agent.

IV. Inspection:

Materials or equipment purchased hereunder are subject to inspection and approval upon delivery at the City's place of business. The City reserves the right to reject and refuse acceptance of merchandise which is not in accordance with the instructions and specifications of the merchandise ordered or not in compliance with Seller's warranty (expressed or implied). Merchandise not accepted will be returned to Seller at Seller's expense. Payment for any merchandise hereunder shall not be deemed an acceptance thereof.

V. Title:

The City shall not be deemed to accept the merchandise until the City actually receives, inspects and accepts such merchandise at its place of business.

VI. Risk of Loss:

Risk of loss or damage to the merchandise ordered under this contract shall not pass to the City until delivery at its place of business.

VII. Warranty:

In addition to any express warranties provided by the manufacturer, the Seller, by accepting this order hereby warrants that the merchandise delivered hereunder will be in full conformity with the City's specifications, and such merchandise will be of merchantable quality and fit for the use intended by the parties. Seller agrees that this warranty shall survive acceptance of the merchandise.

VIII. Assignment:

No right of interest in this contract shall be assigned by either party without the written consent of the other, and no delegation of any obligation owed, or of the performance of any obligation by either the City or Seller shall be made without the written consent of the other party.

IX. Compliance with Laws:

In accepting this order, Seller represents that it has complied and will continue during the performance of this order to comply, with the provisions of applicable Federal, State, Provincial and/or local laws and regulations.

X. Patents:

Seller undertakes and agrees to defend at Seller's own expense, all suits, actions or proceedings in which the City or the users of any of the City's merchandise are made defendants for actual or alleged infringement of any U.S., Canadian or foreign letters patent resulting from the use or sale of the items purchase hereunder, and further agrees to pay and discharge any and all judgments or decrees which may be rendered in any such suit, action or proceeding against such defendants therein.

XI. The City's Offer:

This order is buyer's offer to purchase goods and/or services described on reverse hereof from seller. The City's placement of this order with seller is expressly conditioned upon seller's acceptance of all the terms and conditions of purchase contained on or attached to this order.