-
Definitions:
-
“Contractor” means
the person or persons to whom this purchase order has been delivered to
supply the Goods described in the purchase order.
-
“Goods” means
the product to be supplied by the Contractor pursuant to the purchase order. Where
the context requires, the word “Goods” is to mean as including
any services relating thereto.
-
“Agreement” means
the contract arising from the acceptance of the purchase order by the Contractor
for the supply of the Goods.
-
Entire Contract: This
purchase order, including these general terms and conditions, forms the entire
Agreement between the Canadian Museum of Civilization Corporate (CMCC) and
the Contractor with respect to the supply of the Goods, and no variation thereof,
irrespective of the wording or terms of the Contractor’s acceptance
or of the Contractor’s invoice, will be effective unless specifically
agreed to in writing by CMCC. No local, general or trade customs shall
be deemed to vary the terms of the Agreement. The purchase order
including these general terms and conditions supersedes all prior and contemporaneous
agreements, undertakings, negotiations and discussions, whether oral or
written, of the parties and there are no warranties, representations or
other agreements between the parties in connection with the subject matter
of this purchase order except as specifically set forth herein.
-
Payment of Price: No
amount shall be payable by CMCC hereunder unless an invoice has been submitted
for payment of the Goods after delivery and acceptance of the Goods. Every
invoice must clearly show the purchase order number and be submitted in
writing to CMCC at the following address:
Canadian
Museum of Civilization Corporation
Accounts
Payable
P.O.
Box 3100, Station B
Gatineau,
Quebec J8X 4H2
Every
invoice shall set out applicable taxes separately. In addition, the
Contractor’s appropriate tax registration number shall be clearly displayed
on every invoice. The Contractor acknowledges that payment of any invoice
submitted to CMCC shall be paid on the latter of the following two dates:
-
within
thirty (30) days following the date on which the non defective Goods have
been delivered to CMCC; or
-
within
thirty (30) days following the date on which an invoice or progress payment
are received.
Note: The
payment period may be adjusted in consideration of any payment discount in
the Contractor’s invoice. Discounts will be calculated from the
date when both the Goods and an acceptable invoice have been received from
CMCC.
If CMCC
has any objection to the content of the invoice, CMCC shall, within thirty
(30) days of its receipt, notify the Contractor of the nature of the objection. The
Contractor agrees to provide clarification as soon as reasonably possible
after receipt of the objection. The Contractor acknowledges that CMCC
may withhold payment until such time as the objection has been cleared to
the satisfaction of CMCC.
Inspection of Goods
and Defective Goods: Goods will be received by CMCC subject to final
inspection and acceptance by a person duly authorized by CMCC to accept the
Goods. Goods found to be defective or not in compliance with the specifications
may be returned to the Contractor at the Contractor’s expense. The
Contractor agrees to repair or replace any defective or non-compliant Goods
at its own expense.
- Warranty: The
Contractor expressly warrants that the Goods will conform to the specifications,
drawings, samples or descriptions furnished to or by CMCC and will be of marketable
quality, of good material and workmanship and free from defect. In
addition, the Contractor acknowledges that CMCC knows of CMCC’s intended
use of the Goods and expressly warrants that the Goods will be fit and sufficient
for the particular purposes intended by CMCC. In supplement of, and
not by way of substitution for, the terms of the specifications or any warranty
stipulated or implied by law, and notwithstanding prior acceptance of the
Goods by CMCC the Contractor shall at anytime within its standard warranty
period, at its own expense replace any Goods which are or become defective
as a result of faulty or inefficient manufacture, materials or workmanship. The
Contractor shall state its standard warranty period and related terms and
conditions at the time of delivery.
-
Changes: CMCC
reserves the right at any time to direct changes, or cause the Contractor
to make changes, to drawings and specifications of the Goods or to otherwise
change the scope of the work covered by this Agreement, including work with
respect to such matters as inspections, testing or quality control, and the
Contractor agrees to promptly make those changes. Any difference
in price or time for performance resulting from such change shall be equitably
adjusted.
-
Intellectual Property: The
Contractor warrants that it has the right to use and sell any patented devices
or parts used in the Goods purchased and agrees to indemnify and hold harmless
CMCC against any claims for royalties, license fees or other claims or demands
by reason of the use or sale thereof, whether or not any such devices or
parts are specified by CMCC or used by the Contractor in the goods purchased
without such specifications.
- Risk: The Goods
shall be at the risk of the Contractor, who shall bear all loss or damage,
from whatsoever cause arising, which may occur to the Goods, or any part thereof,
until delivered to CMCC. CMCC reserves the right to change the place
of delivery at any time prior to actual shipment, provided that the Contractor
shall be entitled to be reimbursed for any actual increased cost, or shall
reduce the prices to the extent of any decreased cost, arising out of such
change.
- Title: Notwithstanding
any terms of the Contractor’s invoice to the contrary, title to the
Goods shall be vested in CMCC at the time of delivery of the Goods in good
condition and the Contractor waives any right to any lien, charge or other
restriction on title implied by law.
- Conditions of Goods: Goods
must be new and unused unless specified otherwise herein and delivered strictly
in accordance with the quantities, specifications and terms and conditions
of this order.
- Shipping: The prices are
F.O.B. destination and include all charges for packing, loading, unloading
and transportation unless otherwise specified herein. Should the Contractor
prepay transportation charges which are payable by CMCC under the terms of
this contract, these charges are to be shown as a separate item on the invoice. If
there is carload shipment, shipping notices must be sent immediately to CMCC
showing car number, initial and routing. Car service will be deducted
for all cars that reach CMCC without shipping notice.
- Time of Delivery: CMCC reserves
the right to cancel or purchase elsewhere any portion of this order that is
not delivered by the date required by this order. Time shall be of
the essence of this Agreement.
- Taxes: The prices shown
on this order are final unless otherwise specified herein and include all
duties. Provincial, municipal and Goods and Services taxes are extra,
if applicable.
- Members of the House of Commons: No
member of the House of Commons of Canada shall be admitted to any share
or part of this Agreement or any benefits that arise therefrom.
- Successors and Assigns: This
Agreement shall ensure to the benefit of, and shall be binding upon the
successors and assigns of, CMCC and the Contractor respectively, provided
that the Contractor shall not assign this Agreement or any part thereof
without the prior written consent of CMCC and any assignment made without
such consent shall be of no effect.
- Intellectual Property: All
specifications, drawings, samples, patterns and dies furnished to the Contractor
by CMCC for use in respect of the order shall be deemed to be owned by CMCC
and shall be returned to CMCC at the expense of the Contractor when requested.
- Governing Law: Unless otherwise
specified, this purchase order shall be governed by, and construed in accordance
with, the law of the place where the Goods are to be delivered.
- Indemnity: The Contractor
shall indemnify and hold CMCC, its directors, employees and agents, harmless
from and against any liability, claims, demands or expenses (including reasonable
solicitor and client fees) for damages to the property of or injuries (including
death) to CMCC, its employees or any other person, arising from or in connection
with the use by CMCC of the Goods, except for liability, claim or demand
arising out of the sole negligence of CMCC.
- Compliance with laws: The
Contractor agrees to comply with all federal, provincial and local laws, orders,
rules, regulations and ordinances which may be applicable to the Contractor’s
performance of its obligation under this Agreement.
- Advertising: The Contractor
shall not, without first obtaining the written consent of CMCC, in any manner,
advertise or publish the fact that the Contractor has contracted to furnish
CMCC with the Goods or use any trademark or trade-names of CMCC in the Contractor’s
advertising or promotional materials.
- Relationship of Parties: The
Contractor and CMCC are independent contracting parties and nothing in this
Agreement shall make either party the agent or legal representative of the
other for any purpose whatsoever, nor shall it grant either party any authority
to assume or to create any obligation on behalf of or in the name of the
other.