Vendor Terms and Conditions

Revision #1 – June 30, 2016
  1. ACCEPTANCE: The purchase order incorporating these terms and conditions becomes a binding contract between Seller and Alfacon Solutions Limited (“Buyer”) on the terms set forth herein, when accepted by acknowledgment or commencement of performance.  These terms supersede and take precedence over any and all previous verbal or written arrangements in connection with the subject matter of this purchase order.
  2. CONTRACT: The contract resulting from the acceptance of this order shall be construed according to the laws of Ontario, Canada. All disputes between Seller and Buyer arising from this contract shall be resolved in accordance with the provisions of section 19.  ­­In the event of any conflict between the terms and conditions of the purchase and the purchase order description of good or services, the description shall take precedence. Any changes clarification, additions or waivers of this order may be in writing and signed by the Buyer. Neither this order nor any of the rights or obligations under it may be delegated or assigned by Seller, in whole or in part, by operation of law or otherwise, without Buyers express written consent and any contrary action by Seller shall be void and without effect.
  3. TERMINATION / CHANGES: Buyer may terminate this contract in whole or in part at any time upon giving written notice to Seller. Termination charges, if any, shall be subject to negotiation by the parties, but in no event shall exceed the lesser of the either (a) the purchase price under this order or (b) Seller’s actual costs, determined in accordance with generally accepted accounting principles, on the date termination notice is received by Seller, plus an equitable pro rata profit for partial performance. All goods and materials for which Buyer pays termination charges shall be promptly delivered to Buyer. Nothing in this paragraph shall affect either Buyers or Sellers rights in the event of cancellation due to breach by the other. Buyer shall receive packaging, time and place of delivery method of transportation and nature and method of services provided or performed, upon giving Seller written notice. If any such changes cause an increase or decrease in the cost, or the time required for performance, a mutually agreeable adjustment shall be made and this contract shall be modified in writing accordingly. Sellers agree to accept any such changes subject to this paragraph.
  4. PERFORMANCE AND DELIVERY SCHEDULES: Time is of the essence with respect to delivery and performances. Services are to be performed and deliveries are to be made both in quantities and at time specified by the Buyer’s schedules. Buyer may change or direct temporary suspension of delivery or performance schedules at any time in writing.
  5. DELAYS IN DELIVERY OR PERFORMANCE: Seller will notify Buyer in advance of any actual or potential delays in meeting delivery or performance schedules. If, for any reason, Seller does not comply with Buyer’s delivery or performance schedule, Buyer may, at its option and without liability or waiver of its legal remedy, terminate or cancel this Order and Contract.
  6. WARRANTIES: Seller expressly warrants that all goods and services covered by this order will conform to Buyers specifications, instructions, drawings, data, samples and other descriptions; will be merchantable will be of good material and workmanship and free from defects; will be fit and sufficient for purposes intended by Buyer, and will be delivered free from any security interest of any lien or encumbrance.
  7. INFORMATION DISCLOSED TO BUYER: All information which Seller has disclosed or may disclose to Buyer in connection with this order, shall not, unless otherwise specifically agreed upon in writing by Buyer, be deemed to be confidential or proprietary information and is acquired by Buyer free of any restrictions.
  8. WORK ON BUYER’S PREMISES: If Seller’s work under this order involves either operations or the presence of Seller, it’s agents, contracts, subcontractors, or invitees on the premises of the Buyer or one of its customers, such work shall be done on an independent contractor basis and not as an employee of Buyer and Seller shall take all necessary precautions to prevent occurrence of any injury to person or damage of property during the progress of such work. Seller shall maintain and inform Buyer of it’s up to date subcontractor package.
  9. INSPECTION: All goods shall be subject to inspection and testing by Buyer, at no additional cost, at all reasonable times and places, including inspection and testing after arrival at destination, and when practicable during manufacture. In case any goods are found to be defective in material or workmanship or otherwise not in conformity with this order, Buyer has the right to reject such goods or require their correction. Seller is responsible for all goods, and for the risk of loss thereof until they are delivered at the designated delivery point, regardless of the point of inspection, and shall bear all risks as to rejected goods after notice of rejection.
  10. PRICE COMPETITIVE WARRANTY: Seller warrants that the prices for the goods and services set forth herein and sold to Buyer hereunder are not less favorable than those currently extended to or charged to any other customer of Seller purchasing the same or similar goods or services in similar quantities. Seller agrees to reduce the process hereof correspondingly. Seller warrants that prices shown on this order shall be complete; no additional charges of any type shall be added without Buyer’s express written consent. Such additional charges included, but are not limited to, shipping to point of delivery, packaging, labeling, customs duties labour, material taxes, and storage, insurance, boxing and crating.
  11. RESTRICTIVE DATA: The use of Buyer’s drawings, specification or informatory by Seller in the performance of this contract is expressly restricted to Seller’s manufacture of Buyer’s goods or material. Any other use or disclosure of this proprietary information by Seller is prohibited. Buyer retains all rights in designs, drawings, specifications and other data or papers furnished Seller in connection with this order. Upon completion of the work, Seller shall promptly return to Buyer all designs, drawings, specifications and other data or papers furnished by Buyer together with all copies and reprints then in Seller’s possession or control.
  12. SHIPPING INSTRUCTIONS: Shipments must be made as specified on the face of the Purchase Order unless subsequently modified in writing by Buyer. Air shipments (when authorized by Buyer) shall be made via Commercial Airlines (Air Freight). Surface shipments shall be made via truck transport.
  13. SHIPPING OUTSIDE OF CANADA: N.A.F.T.A. and Commercial Invoices are required on all shipments originating outside Canada. Three (3) copies of the N.A.F.T.A and Commercial Invoices together with the Bill of Lading are required to accompany each shipment in an envelope marked “Canada Customs Commercial Invoices”. One copy of the Invoices together with the carriers receipt are to be copied to Buyer.
  14. OVER AND ADVANCE SHIPMENTS: No over shipments will be accepted unless written approval from the Buyer to the Seller has been sent, and agreed upon. The Seller shall request a revised/updated copy of this Purchase order to reflect agreed changes. Seller is not to ship prior to the agreed ship date unless written approval from the Buyer has been sent and agreed upon.
  15. PACKING: All articles are to be packed in suitable containers from protection in shipment and storage. Any highly finished or precision parts are to be properly reserved and packed in containers which will afford protection from atmospheric deterioration. Each container, of multiple container shipments shall be identified to show the number of containers in the shipment and the number of the container in which the packing sheet has been enclosed. Material for different purchase orders shall be listed on a separate packing sheet/list.
  16. RISK OF LOSS: Until the goods have actually been received by the Buyer at is warehouse (or other receiving point specified herein) all risk of loss or damage shall be on the Seller, regardless of any F.O.B.
  17. PAYMENT: Seller will submit an original invoice to the attention of Alfacon Solutions Limited Accounts Payable for each shipment. All invoices will be required to identify the Buyer’s Purchase Order number. Where applicable, taxes must be separately itemized.  Payment will be deemed to have been made when deposited in the mail.
  18. UNPAID MONIES: Seller acknowledges and agrees that Seller’s failure to make a written claim within one year of delivery, in respect of any unpaid monies due from Buyer to Seller for goods and/or services provided hereunder shall be deemed to be a waiver and release by Seller of all such monies.
  19. DISPUTES: This purchase order contract shall be governed by and constructed in accordance with the law of the Province of Ontario. Pending resolution of any dispute in regards to this Order, Seller shall diligently proceed with performance hereunder.
  20. INFRINGEMENT: Except for performance pursuant to Buyer’s specifications, Seller warrants that the sale, resale and use of the goods or services will not infringe any Canada or foreign patent, copyright, or trademark or the proprietary rights of another person, and seller agrees to defend, protect, indemnify and hold harmless Buyer, its successors, assigns, employees, officers, directors, customers and users of its products against all suits at law or in equity and from the loss, liability, damages, claims and demands, including costs, expenses and attorney’s fees, for the actual or alleged infringement of any patent, copyright or trademark or any actual or alleged unfair competition resulting from similarity in design, trademark or appearance of goods or services by reason of the sale, resale or use of such goods or services. Buyer may be represented by and actively participate through its own counsel in any such suit or proceedings if it so desires.
  21. CONTRACTOR POLICY AGREEMENTS: See the contractor policy agreement for additional terms and conditions for contracts related to installation purchase orders.