1. Acceptance

All parties affirm that the contract shall commence, and the Supplier will be bound contractually to fulfill the obligations outlined within these terms and conditions upon the issuance of a purchase order (“the contract”) to the Supplier by the Buyer.

2. Purchase Order

The Supplier agrees to ensure the goods and/or services provided shall:

  • Correspond with the quantity, type, sort, quality and description defined in the purchase order;

  • Meet performance standards, benchmarks, and delivery schedule specified on the purchase order or as specified to the Supplier by the Buyer;

  • Be of satisfactory quality and fit for any purpose specified by the Supplier or specified to the Supplier by the Buyer;

  • Where applicable, be free from defects in design, materials and workmanship and remain so for a period of 12 (twelve months) from the delivery date;

  • Comply with all applicable statutory, legal, and regulatory requirements relevant to the manufacturing, production, labeling, packaging, storage, handling, and delivery of the specified goods, which includes complying with the Buyer’s or any Site Safety Management Plans (SSMP).

Should the goods and/or services provided fail to comply with the Buyer’s purchase order and/or submitted instructions, the Buyer may, at its option, either return the goods to the Supplier at the Supplier’s own expense and risk of loss; reject the goods and/or services at the Supplier’s risk; require the Supplier to replace the goods or re-perform the services; accept in whole or part such goods and/or services supplied by the Supplier without prejudice to or limitation of any rights held by the Buyer to claim damages or other compensation for loss, damage, or material failure suffered as a result of the Supplier’s failure to comply with these terms and conditions.

In the event the Supplier fails to deliver the goods, or perform the services, specified by the date specified in the purchase order, the Buyer may, at its option, terminate the contract without notice.

3. Pricing, Payments, and Offset

Prices paid for goods and/or services shall be the prices established in the purchase order, including, but not limited to, packaging costs, insurance fees, and shipment of goods (and/or provision of services). No extra charges, if any, will be incurred unless agreed upon in writing by the Buyer. Invoices showing this Purchase Order Number must be received electronically by the Buyer at: accountspayable@mcel.ca no later than 5 days before the end of the month in which materials were supplied or work performed. In the event invoices are received later than this, the Buyer may postpone payment to the month following that in which it would otherwise have been issued, notwithstanding any other provision of this Subcontract. Invoicing must be received no more than 30 days from the time that the work and/or goods were performed and/or delivered. Invoicing for work older than 45 days can be rejected by the Buyer.

Invoices must include the Purchase Order number, must be accompanied with a copy of the delivery acknowledgement bearing the name and signature of the Buyer, details of the materials supplied or services that were received, the delivery location. Invoice amounts must match Purchase Order amount. Non-compliant / rejected invoices will be returned without payment. Invoicing cannot exceed the Purchase Order amount; if invoicing approaches the Purchase Order amount the Supplier must contact Buyer for a new or revised Purchase Order.

The Buyer may, without limiting its other rights or remedies, offset (i.e., set off) any amount owed to it by the Supplier against any amount owed by the Buyer to the Supplier.

4. Insurance and Indemnity

The Supplier agrees to hold harmless and indemnify the Buyer in full against all costs, expenses, damages and losses (incurred directly or indirectly). This includes any interest, fines, legal and other professional fees, and expenses awarded against, incurred by, or paid by the Buyer arising from contract performance or any breach of these terms and conditions by the Supplier, as well as any term or obligation implied by law or any statutory provision that may be in force from time to time. The Supplier agrees to maintain at all times all required insurance coverage and provide written evidence of such coverage to the Buyer upon request.

5. Contract Termination

If at any time after the contract commences the Supplier:

  • Commits a material or persistent breach of contract and (provided said breach may be remedied) fails to make good faith remedy of said breach within 7 (seven) days after receiving notice of the breach.

  • Commits a material breach which cannot be rectified.

The Buyer may opt to terminate the contract with immediate effect.

6. General

Assignment and Subcontracting: The Supplier agrees not to assign, transfer, subcontract or deal in any other manner with all or any of its rights and obligations under the contract without prior written consent from the Buyer.

Risk and Title: The title in the Goods shall not pass from the Supplier to the Buyer and shall remain with the Supplier until the Buyer has accepted the Goods. The risk of loss for the Goods shall remain with the Supplier until the Buyer has accepted the Goods.

Change Orders: Any variation including, but not limited to, pricing, quantity, methodology, delivery, and any additional terms and conditions, to the contract will only be binding and enforceable when agreed to in writing and signed by the Buyer. Statutory Requirements: The Supplier shall comply with all statutes, orders, regulations, or bylaws related to the execution and fulfillment of this contract, and agrees to indemnify the Buyer against all losses, claims or liabilities, expenses, proceedings or otherwise resulting from the Supplier’s noncompliance with the same.

Governing Law and Jurisdiction: This Agreement is governed by the law of the place where the Goods are delivered.

Last Updated: January 23, 2024