Terms & Conditions of Purchase

These Terms and Conditions of Purchase ("Terms") apply to every Purchase Order ("PO") issued by the Purchaser. The supplier, contractor, or service provider named on the PO is referred to as the "Vendor".

1. Applicability

These Terms apply to supply-only vendors and supply-and-install trade partners. Clauses 7.2, 7.5, 9, and 10 apply only when supplying to or performing work for an "improvement" in Ontario under the Construction Act.

2. Agreement & Acceptance

This PO, including these Terms and any referenced documents (like drawings or specifications), constitutes the entire agreement between the Purchaser and the Vendor.

‍Order of Precedence. If there is any conflict among documents, priority is:

1. any typed or written terms on the face of the PO;
2. these Terms;
3. the PO;
4. drawings specifications and other referenced documents.

The Vendor accepts this PO and agrees to be bound by these Terms by any of the following actions:

1. Acknowledging the PO in writing;
2. Commencing any work or services;
3. Shipping any goods.

3. Changes

No substitutions, extras, or changes to scope, price, or schedule without a written change order issued by Purchaser. Unapproved extras will not be paid.

4. Delivery of Goods & Services

Delivered Duty Paid (DDP, Incoterms® 2020) to the Delivery Point during posted site receiving hours; pricing includes packing, freight, insurance, and off-load unless stated otherwise. Time is of the essence. The Vendor must immediately notify the Purchaser of any potential delays. Purchaser may, upon written notice, cancel any order that is not delivered within three (3) business days of the specified date, without liability.

‍Early/Over-Shipments. Purchaser may reject deliveries more than 10 days early or quantities in excess of the PO. If accepted, invoice due dates run from the requested delivery date; Vendor bears costs arising from early/over delivery.

5. Title & Risk

Risk of loss passes on delivery and acceptance at the Delivery Point. Title passes upon the earlier of delivery to the Delivery Point or payment (unless stated otherwise on the PO). Until acceptance, Vendor is responsible for care, custody, and control.

6. Inspection & Rejection

All goods and services are subject to the Purchaser's inspection and approval. The Purchaser may reject and return any non-conforming, defective, or damaged items at the Vendor's sole risk and expense. Payment for any item does not constitute its acceptance. Purchaser's inspection (or decision not to inspect) does not limit its rights; acceptance does not waive latent defects.

7. Price, Invoicing & Payment

7.1 Price: Prices on the PO are firm and all-inclusive of packing, shipping, and all other charges. Applicable Harmonized Sales Tax (HST) must be shown as a separate item.

7.2 Invoicing: For supply to an "improvement," Vendor invoices must include the information and supporting documents Purchaser reasonably requires to issue its proper invoice to the owner (e.g., WSIB clearance, statutory declarations, delivery tickets/time sheets).

7.3 Payment: Standard payment terms are Net 30 days from receipt of a compliant invoice and Purchaser's acceptance. The Purchaser may set off any amount owed by the Vendor against payments due.

7.4 Conditions: Payment is conditional upon the Vendor providing a current and valid WSIB Clearance Certificate.

7.5 Prompt Payment (Construction Act): Where the Act applies, timelines and notices under Part I.1 govern (e.g., owner must pay a proper invoice in 28 days unless a 14-day notice of non-payment issues; downstream timelines then flow). After owner payment, the contractor must pay its subcontractors within 7 days, and each tier has 7 days thereafter.

7.6 Currency: All amounts are in CAD unless the PO states otherwise.

8. Warranties

The Vendor warrants that all goods will be new, of merchantable quality, fit for their intended purpose, and free from all defects in material, design, and workmanship. The Vendor warrants that services will be performed to the highest industry standards by qualified personnel. This warranty period is for a minimum of twelve (12) months from the date of Substantial Performance of the prime contract, and includes all costs of labour, travel, and reinstallation.

9. Health, Safety, Insurance & WSIB

9.1 Compliance: The Vendor must comply with the Ontario Occupational Health and Safety Act (OHSA), all applicable regulations, and the Purchaser's site-specific safety rules.

9.2 WSIB: The Vendor must be registered and in good standing with the Workplace Safety and Insurance Board (WSIB) and provide a valid Clearance Certificate before starting work and with every invoice.

9.3 Insurance: The Vendor shall maintain, at its own cost, a minimum of:

(a) Commercial General Liability insurance of $2,000,000 per occurrence, which must include products/completed operations, be primary and non-contributory, and include a waiver of subrogation in favour of Purchaser.

(b) Automobile Liability insurance of $2,000,000.

Certificates must be delivered before mobilization and updated on renewal through final payment.

10. Liens & Holdback (Construction Act)

The Vendor shall keep the project free of all liens. Where applicable, the Purchaser will retain a statutory 10% holdback from payments.

‍Annual Holdback Release. Where applicable, holdback will be retained and released per the Act, including mandatory annual release following the contract-anniversary lien expiry regime. Owner is required to publish a notice of annual holdback release and pay accrued holdback following the annual lien period; contractors must pay holdback to subcontractors within 14 days of receiving it. Vendor's holdback will be released when Purchaser receives the corresponding holdback from the owner and statutory conditions are satisfied.

11. Indemnification

The Vendor shall defend, indemnify, and hold harmless the Purchaser, its affiliates, directors, officers, employees, and clients from claims, losses, damages, and reasonable legal fees arising from the Vendor's performance of the work, breach of these Terms, or negligence, except to the extent caused by the Purchaser's own negligence or willful misconduct.

12. Assignment & Subcontracting

Vendor shall not assign or subcontract without Purchaser's prior written consent; Vendor remains fully responsible for lower-tier parties and must flow down these Terms.

13. Back-Charges

If Vendor fails to correct non-conforming work after notice, Purchaser may correct and back-charge reasonable costs (including third-party and internal costs).

14. Termination

The Purchaser may terminate the PO at any time for cause (such as breach of contract, insolvency, or failure to deliver) and pursue all available remedies. The Purchaser may also terminate the PO for convenience, in which case the Vendor will be paid for all conforming work completed up to the notice of termination, plus any proven, non-cancellable material costs incurred in good faith. No payment will be made for anticipated overhead or profit on uncompleted work.

15. Force Majeure

Neither party is liable for failure to perform due to events beyond reasonable control (excluding the affected party's labour disputes). The affected party shall promptly notify and mitigate. Purchaser may cancel delayed portions without cost where delay threatens operations.

16. Confidentiality

The Vendor shall keep all non-public information received from the Purchaser strictly confidential and use it only for the purpose of fulfilling the PO.

17. Intellectual Property

Vendor warrants Goods/Services do not infringe IP rights and grants Purchaser the licenses necessary to use, maintain, and repair them; Vendor will defend/indemnify IP claims.

18. Environmental / WHMIS

Vendor will provide SDS/WHMIS documentation, handle designated substances per law, prevent spills, and lawfully dispose of waste/packaging.

19. Governing Law

This agreement shall be governed by the laws of the Province of Ontario and the federal laws of Canada. Any disputes will be subject to the exclusive jurisdiction of the courts of Ontario, without prejudice to any mandatory adjudication rights under the Construction Act.

20. Notices

Notices under these Terms must be in writing and delivered by email to the contacts on the PO (effective on confirmed receipt) or by courier to the addresses on the PO.

21. Miscellaneous

This PO is an agreement with an independent contractor. No waiver is effective unless in writing. If any provision is unenforceable, the remainder remains in effect. Headings are for convenience only. Obligations concerning confidentiality, IP, indemnity, warranty, and payment shall survive termination.