- Unless waived or otherwise agreed in writing by the CVRD, this Purchase Order and its terms shall not be altered, amended, varied, or, modified. Any inconsistent or additional terms or conditions proposed by the Supplier are hereby rejected and shall not bind the CVRD in any way, unless otherwise specified on the front of this Purchase Order.
- Payment for satisfactory goods and/or services shall be made in Canadian funds unless otherwise specified on the front of this Purchase Order, net 30 days from date of delivery or invoice (whichever is later) unless otherwise agreed.
- Unless otherwise specified, the price specified on the front of this Purchase Order shall be the complete cost (i.e. amount without taxes) to the CVRD and includes all fees, royalties, licenses, levies and charges of every description (including charges for crating, boxing and cartage). Goods and Services Tax (GST) and Provincial Sales tax should be invoiced as applicable. The Supplier is to include their GST number on all invoices submitted if charging GST.
- Time of delivery and/or installation shall be of the essence. Failure to deliver or install in the quantities and with the specifications described on the delivery dates specified shall entitle the CVRD at its sole option to cancel any portion or all of the shipment without liability or cost, in addition to any other rights of the CVRD.
- Regardless of payment, all goods and services shall be subject to inspection and approval by the CVRD without limitation as to time. The CVRD may reject the goods and/or services, in whole or in part, and/or terminate the contract if, in the opinion of the CVRD, the goods and/or services in are unsatisfactory, or if the Supplier has breached any term or condition of this Purchase Order.
- In addition to the CVRD’s rights at law, of the Purchase Order, and any other Supplier warranties, and regardless of prior payment, the Supplier shall, at its own expense, replace any goods or parts thereof or redo any services which become defective or unusable as a result of faulty manufacture, design, material or workmanship for a period of one (1) year from date of delivery or installation (whichever is later), unless otherwise specified on the front of this Purchase Order.
- This Purchase Order shall not be assigned or sub-contracted by the Supplier, in whole or in part, without the express written consent of the CVRD.
- Unless otherwise specified, all shipments are to be made prepaid or as per the delivery terms on the Purchase Order, and it is the Supplier’s responsibility to arrange and ensure full and complete protection from the hazards of transportation while in transit to the CVRD.
- All packages, packing slips, invoices, correspondence, customs documentation and freight bills of lading shall have the CVRD’s complete Purchase Order number predominantly displayed and packing slips shall accompany all shipments. Invoices will not be processed for payment until all items invoiced are received and approved by the CVRD.
- (a) For all goods and materials subject to Workplace Hazardous Material Information System (WHMIS) legislation, Safety Data Sheets (SDS) shall accompany the goods or materials and shipping documents, before the goods or materials will be accepted by CVRD.
(b) Dangerous goods shall be shipped only in compliance with Canadian Transportation of Dangerous Good (TDG) Regulations, 49 CFR U.S. Hazardous Materials Regulations, and all other environmental laws, rules, regulations and procedures, where applicable. - The following warranties shall apply to any goods or services supplied or delivered:
- all terms, conditions, warranties, and undertakings implied by the Sale of Goods Act (British Columbia) shall apply, save as expressly qualified in any addendum hereto;
- all services provided shall be performed in a good and workmanlike manner by qualified personnel;
- all goods shall be new, latest model and/or latest version unless otherwise specified on the front of the Purchase Order;
- all goods shall be free and clear of any liens, claims, security interests or rights in favour of any third person;
- the Supplier shall comply with all applicable laws, ordinances, rules, building codes, regulations and bylaws, whether Federal, Provincial or Local;
- the Supplier shall pay its employees, subcontractors and suppliers as and when due, and make all necessary payments, withholdings and remittances to all applicable governmental agencies, including WorkSafeBC, Revenue Canada and Canada Pension Plan, and shall comply with all applicable employment and workplace safety standards;
- all electrical and electronic goods & components ordered shall conform to the standards of the British Columbia Electrical Safety Branch or have been approved by the Canadian Standards Association (CSA);
- unless otherwise stated on the Purchase Order, the Supplier at its own expense, shall be solely responsible for obtaining and maintaining all necessary building and other permits, licences or fees and approvals for performance of its obligations, including any final occupancy permits, required in order for the CVRD to use and enjoy the subject goods and services;
- the Supplier covenants that there has been no violation or infringement of trade marks, patent, copyright or any other intellectual property right of another person in the manufacturer, production or sale of the goods, materials or services supplied under this Purchase Order.
- The Supplier hereby agrees to indemnify and save harmless the CVRD, its officers, employees, elected officials and agents against all claims, demands, losses, costs, damages, actions, suits or proceedings by whomever made, brought or prosecuted and in any manner based upon, arising out, related to, occasioned by or attributable to the negligent acts, errors or omissions of, or breach of this agreement by, the Supplier, is servants, agents or sub-contractors, in providing and performing the work of the Purchase Order, excepting always liability arising solely out of the negligent act or omission of the CVRD. The provisions of this indemnity are paramount to any insurance requirements herein and shall survive the term of this Purchase Order.
- The CVRD is not responsible for any risk of loss or damage to the goods supplied until clear and unrestricted title to such goods is transferred to the CVRD. Clear and unrestricted title for any goods or equipment purchased shall pass to the CVRD as per the delivery terms shown on the Purchase Order or when any required installation is completed and accepted.
- The Supplier shall maintain insurance coverage in an amount and form reasonably acceptable to the CVRD. The insurances may at a minimum include General Liability, Employers Liability, Automobile Liability, Professional Liability, Property All Risks, Transit / Marine Insurance and WorkSafeBC. The insurances carried by the Supplier are in support of the indemnity provisions herein and do not restrict or minimize the liabilities of the Supplier to the CVRD or any third parties.
- The Supplier agrees that it and its representatives and employees agree to comply with the following code of conduct:
- Carry out their responsibilities in a professional and competent manner.
- Continue to improve their knowledge, competence, skills, and professional ability.
- Be aware of and abide by the British Columbia Human Rights Code.
- Not engage in any action or conduct or make any comment, gesture, or contact which a reasonable person would regard as likely to cause offence or humiliation to anyone, whether in the workplace or any other location.
- Act, and be perceived by the public to act, in a fair and impartial manner in the performance of their duties or provision of services.
- Not make any public comments that denigrate, disparage, or are disrespectful of the CVRD, employees, and elected officials, and refrain from making negative comments about the credibility of the CVRD, employees, and elected officials.
- Conduct themselves in a friendly, courteous, and professional manner when dealing with the public.
- Refrain from engaging in any other practice that could unfavorably reflect upon the CVRD as identified solely by the CVRD.
- In providing the goods or services and at all times when the Supplier is on CVRD premises, the Supplier will comply with all applicable health and safety regulations, including the Occupational Health and Safety Regulation, BC Reg. 296/97 (as amended by Regulation 185/99). The Supplier will comply generally with the Workers' Compensation Act and in particular will obtain and maintain during the term of this agreement any necessary coverage for the Suppliers employees, and will, upon request by the CVRD, provide evidence as to such coverage.