1. Acceptance or Acknowledgement
This purchase order including conditions becomes a
contract when the purchaser receives a written acceptance hereof or upon
the seller making shipment of the goods or part thereof ordered hereunder.
The term goods includes but is not limited to materials, components, and services.
The seller by returning a written acceptance to the purchaser or by shipment
aforesaid shall be deemed to understand and agree that the terms and conditions
herein shall bind both parties. This purchase order and any schedules
attached to this purchase order constitute the entire agreement between
the parties and no other terms and conditions whether oral or written and
whether precedent or subsequent in time shall have any force or effect unless
agreed to in writing by both seller and purchaser. The failure of either party
to enforce its rights hereunder shall not constitute a waiver of such rights or
any other rights in this contract.
2. Processing of Order
The seller understands and agrees as follows:
(a) that this purchase order must not be filled at higher prices than quoted or last charged unless specifically agreed to by seller in writing;
(b) that no charge will be allowed for boxing, packing or crating, carting or loading, unless expressly agreed to on the purchase order;
(c) that it will show the purchase order number on all invoices, packages, bills of lading, etc., and all communications in reference thereto;
(d) that it will render a separate invoice for each order or shipment;
(e) that it will send invoices by email to email@example.com; and
(f) all goods must be shipped by the route designated by the purchaser and any additional
freight or cartage costs incurred directly or indirectly through the seller failing to observe this
condition will be charged to the sellerís account.
Except as otherwise agreed in writing, all shipments shall be subject to final
inspection by purchaser after receipt by purchaser at destination. Delivery to the purchaser is not to
be an acceptance unless inspected and approved by purchaser subject to further rejection by:
1. Defective workmanship or goods rejected by the Purchaser within one year of the date of receipt at Destination, or
2. Latent defects, frauds and mistakes.
If any of the goods are found at any time to be defective in material, workmanship,
quality, quantity or otherwise not in strict conformity with the specifications or requirements of
this purchase order, the purchaser, in addition to any rights to which it may have under warranties
or otherwise, shall have the right to reject and return such goods for full credit, all charges
collect including incoming charges. Without limiting the foregoing right of
rejection, the purchaser shall have the right to require prompt replacement, repair or correction of defective
work or goods at sellerís risk and expense. If the seller is unable or unwilling to effect such replacement,
repair or correction, the purchaser may do so by using its own workmen, goods, or facilities or by outside
contract, and shall be entitled to charge the seller for excess costs directly or indirectly occasioned thereby.
The right is reserved to the purchaser to cancel at any time this purchase order
in whole or in part upon notice to the seller. If cancellation takes place, delivery shall be accepted
of all goods at the purchase order price completed prior to the notice of cancellation.
In the event of delay in delivery or services,
the purchaser may terminate the purchase order and hold the seller responsible
for any damages.
If services and/or other goods are being supplied,
such other goods remain at the complete risk, responsibility, and loss
of the seller until this purchase order is fully completed. If damage, loss,
theft, robbery or impairment occurs to any goods, the seller shall replace
such other goods at the sellerís sole cost and expense. In the event the seller
terminates or abandons the services, either temporarily or permanently,
the purchaser may take all necessary steps to complete the services and
the seller is responsible for all damages incurred by the purchaser.
All over-shipments made are the sellerís responsibility.
The purchaser reserves the right to reject and return, at the sellerís expense,
any goods in excess of the quantity ordered.
The seller, the sellerís employees, servants
and agents will comply with all statutes and regulations of
Canada and Ontario. Without the limitation of the foregoing,
the purchaser relies upon the skill and judgement of the seller
and the seller covenants and agrees that having acquired full
knowledge of the use, function, purchase and application of the goods
to be supplied hereunder it shall include in its price for and forthwith advise
the purchaser of any alterations which may be necessary to ensure that the goods
are fit for the said use, function, purpose and application contemplated. The
seller further covenants and agrees to indemnify and save harmless the purchaser
from any and all claims, loss or damages (including special and consequential
damage and damages for loss of use) arising directly
or indirectly from any breach of the terms of this purchase order and from any
claims, loss or damage of whatsoever nature and kind for injury to persons and
the destruction of or damage to property arising directly or indirectly from the
construction, installation and supply of goods to be furnished hereunder or from
anything undertaken or done in
fulfilling the provisions of this purchase order.
The seller shall not, except with the consent
of the purchaser in writing, release information relating to
this order for advertising, promotional, or technical purposes or
otherwise give it publicity in any fashion, nor shall the name of
the purchaser be used for, or in connection with, any advertising
or promotional purpose of the seller.
No charges for extras will be allowed unless
they have been ordered in writing by the purchaser and the price agreed upon.
12. Compliance with Laws
The purchaser and seller agree that this purchase
order and any schedules attached to this purchase order shall
be governed by and construed according to the laws of the province
of Ontario and the courts of such province of Ontario shall have sole
jurisdiction. The seller agrees to and attorns to the jurisdiction of
the province of Ontario including all executions and processes issued therefrom.
13. Hazardous Goods
Goods must be transported by the seller or sellerís agent
in accordance with all relevant federal and provincial legislation covering
the handling and transportation of all hazardous and dangerous goods.
14. Occupational Health & Safety Act of Ontario
The Seller shall conduct all work in accordance with
the most recent edition of the Occupational Health and Safety Act of Ontario
and all applicable Regulations, Codes, Standards and Guidelines.
15. Workplace Hazardous Materials Information System (WHMIS)
Material safety data (MSD) sheets or information sheets as
regulated under WHMIS must be made available and where goods are being shipped
or delivered must accompany the goods as required by law.