Purchase Order
Terms and Conditions

1. ACCEPTANCE OF PURCHASE ORDER

This Purchase Order (“PO”) constitutes Buyer’s offer to Supplier for the purchase of goods and/or services described herein. Acceptance of this PO is expressly limited to these terms and conditions.

Supplier’s written acknowledgment, commencement of work, shipment of goods, or performance of services constitutes acceptance of this PO and all terms contained herein.

Any additional or conflicting terms proposed by Supplier are expressly rejected unless specifically agreed to in writing by Buyer. Buyer’s acceptance of goods or services shall not constitute acceptance of Supplier’s terms and conditions.

This PO, together with any documents expressly incorporated by reference, constitutes the entire agreement between the parties regarding the subject matter herein.

 

2. ORDER OF PRECEDENCE

In the event of any conflict, inconsistency or discrepancy between the documents forming part of this Purchase Order, the following order of precedence shall apply:

1. Buyer’s Purchase Order;
2. Buyer technical documents, specifications and contractual requirements;
3. Approved drawings, submittals and related technical documentation;
4. Supplier quotation, but only to the extent expressly accepted by Buyer in writing;
5. Supplier standard terms and conditions, which are expressly rejected unless specifically accepted by Buyer in writing.

No provision contained in Supplier quotations, acknowledgements, invoices, standard terms or other documents shall modify, supersede or supplement this Purchase Order unless expressly agreed to in writing by Buyer.

 

3. SCOPE OF SUPPLY

Supplier shall provide all goods and services in strict accordance with specifications, drawings, approved submittals, technical requirements, quality standards, applicable laws and regulations and all requirements identified in the PO.

All goods shall be new, free from defects, of merchantable quality, fit for their intended purpose and suitable for use in controlled environments where applicable.

Supplier shall not substitute materials, components, manufacturing locations, or sub-suppliers without Buyer’s prior written approval.

 

4. PRICING AND PAYMENT TERMS

All pricing is firm and fixed unless otherwise agreed in writing by Buyer.

No additional charges, including freight, packaging, duties, taxes, storage, tariffs, surcharges, or administrative fees, shall apply unless expressly authorized in writing by Buyer.

Pricing and delivery terms shall be as set forth in the applicable Purchase Order.

Supplier invoices must include:

  • PO number;
  • item numbers;
  • quantities;
  • shipment references;
  • and all supporting documentation required by Buyer.

Buyer reserves the right to withhold a reasonable portion of the payment for non-conforming goods or services, incomplete documentation, delivery compliance, inspection, unresolved disputes, deficiency correction or invoicing discrepancies. Retention provisions may apply for installation subcontractors.

Unless otherwise specified and agreed differently, PO payment terms shall be between net thirty (30) and net forty-five (45) days from the later of: (i) receipt of compliant goods/services; (ii) receipt of valid invoice or; (iii) completion of acceptance requirements.

 

5. DELIVERY, PACKAGING AND SHIPPING

Time is of the essence. Supplier shall deliver goods and services strictly according to the delivery schedule specified in the PO.

Supplier shall immediately notify Buyer in writing of any actual or potential delay, including cause of delay, expected duration, corrective actions and proposed recovery plan.

Buyer reserves the right to cancel delayed orders, require expedited shipment at Supplier’s expense, source goods elsewhere and recover all resulting costs and damages.

Supplier shall be responsible for all reasonable direct costs incurred by Buyer resulting from supplier-caused delays, including, without limitation, expedited freight costs, site rescheduling costs, installation remobilization costs, overtime labor costs, and project disruption or coordination costs. Buyer reserves the right to deduct such costs from amounts otherwise payable to Supplier or to invoice Supplier separately for such costs.

Goods shall be properly packaged, handled, labeled, and protected against damage, corrosion, contamination, environmental exposure and deterioration during transportation and storage.

Cleanroom-related products, including HEPA filters, membranes, painted steel, controls and lighting systems, shall be packaged and handled in a manner that prevents contamination and preserves product integrity.

All shipments must reference Buyer’s PO number and include all required shipping documentation.

 

6. INSPECTION AND REJECTION

Buyer reserves the right to inspect all goods and services upon receipt or at any reasonable time thereafter. Inspection, testing, payment, or use of goods shall not constitute acceptance.

Buyer may reject any goods or services that fail to comply with specifications, are defective, are damaged, are delivered late, or otherwise fail to meet PO requirements.

Rejected goods may, at Buyer’s option: (i) be returned at Supplier’s expense; (ii) be repaired or replaced by Supplier or; (iii) be corrected by Buyer at Supplier’s cost.

Supplier shall reimburse Buyer for all reasonable costs associated with non-conforming goods or services, including inspection, sorting, rework, transportation, downtime, installation delays, customer claims and expedited freight.

 

7. RIGHT TO BACKCHARGE

Buyer reserves the right to recover from Supplier any reasonable costs, losses, expenses or damages incurred as a result of Supplier’s breach of this Purchase Order, including but not limited to delays, defective or non-conforming goods or services, safety violations, failure to comply with specifications or schedules, omissions, negligence or other supplier-caused disruptions.

Recoverable costs may include rework, repairs, replacement materials, expedited freight, additional labor, overtime, inspection and testing costs, site rescheduling or remobilization costs, customer claims and project disruption costs.

Buyer may deduct such amounts from any monies otherwise owing to Supplier or invoice Supplier separately for such costs.

 

8. QUALITY ASSURANCE AND COMPLIANCE

Supplier shall maintain an effective quality management system appropriate for the goods and services supplied.

Buyer reserves the right to audit Supplier’s facilities, review quality records and verify compliance with PO requirements.

Supplier shall immediately notify Buyer of any non-conformance, process deviation, manufacturing issue, quality concern, or regulatory issue affecting supplied goods or services.

Supplier shall maintain appropriate traceability for all critical materials and components.

Where applicable, Supplier shall comply with controlled environment and cleanroom requirements.

 

9. DOCUMENTATION REQUIREMENTS

Supplier shall provide all documentation required by Buyer, including where applicable:

  • Certificates of Conformance (CoC);
  • Safety Data Sheets (SDS);
  • inspection and test reports;
  • traceability records;
  • process documentation;
  • O&M manuals;
  • calibration certificates;
  • validation documentation;
  • drawings;
  • material certifications;
  • and other quality-related records.

Incomplete documentation may result in delayed acceptance or payment.

 

10. SAFETY COMPLIANCE

 Supplier shall comply with all applicable health, safety and environmental laws, regulations, standards and Buyer site requirements in connection with the performance of this Purchase Order. Supplier shall ensure that its employees, representatives and subcontractors are properly trained and qualified, use appropriate personal protective equipment and follow safe work practices at all times.

Supplier shall immediately notify Buyer of any accident, injury, unsafe condition, environmental incident or regulatory inspection relating to the goods, services or work performed under this Purchase Order.

Buyer reserves the right to suspend work, deny site access or require the removal of any Supplier personnel who fail to comply with applicable safety requirements, without liability or additional cost to Buyer. Supplier shall be responsible for and indemnify Buyer against any claims, penalties, fines, losses, damages or expenses arising from Supplier’s failure to comply with its safety obligations.

 

11. AUDIT AND ACCESS RIGHTS

Buyer and its authorized representatives shall have the right, upon reasonable notice and during normal business hours, to access Supplier’s facilities, operations, records, quality documentation and work in progress relating to the goods or services supplied under this Purchase Order for the purpose of verifying compliance with contractual, quality, safety and regulatory requirements.

Supplier shall cooperate fully with such audits, inspections or reviews and shall provide reasonable access to relevant personnel, records and work areas as requested by Buyer.

Any audit, inspection, review or approval by Buyer shall not relieve Supplier of its obligations, warranties or responsibilities under this Purchase Order.

 

12. CHANGE MANAGEMENT

Supplier shall not make any change to scope, pricing, design, materials, specifications, manufacturing processes, manufacturing location, tooling, schedule or sub-suppliers without Buyer’s prior written approval.

Unauthorized changes constitute a material breach of the PO.

 

13. WARRANTY

Supplier warrants that all goods and services conform to specifications and approved documentation; are free from defects in design, materials, and workmanship; are merchantable; are fit for their intended purpose; and comply with all applicable laws and regulations.

Unless otherwise specified in writing, the warranty period shall be: (i) twenty-four (24) months from acceptance; or (ii) twelve (12) months from installation, not exceeding 24 months, whichever is longer.

If any goods or services fail during the warranty period, Supplier shall promptly, at Buyer’s option, repair, replace or re-perform the non-conforming goods or services at its expense, including associated removal/reinstallation costs when applicable.

Warranty remedies are in addition to all other rights and remedies available to Buyer.

 

14. INTELLECTUAL PROPERTY AND CONFIDENTIALITY

All drawings, specifications, technical data, software, documentation, designs, and other information supplied by Buyer remain Buyer’s exclusive property.

Supplier shall maintain confidentiality, protect Buyer’s confidential information, including but not limited to drawings, designs, customer identities, pricing and technical information, and use such information solely for fulfillment of the PO. Supplier shall not disclose confidential information to any third party without Buyer’s prior written consent.

Supplier shall not advertise or publicly reference its relationship with Buyer without prior written approval.

 

15. INDEMNIFICATION

Supplier shall defend, indemnify, and hold harmless Buyer, its affiliates, employees, customers, and representatives from any claims, damages, losses, liabilities, penalties, costs, and expenses arising out of defective goods or services, Supplier negligence, breach of warranty, non-compliance with applicable laws, personal injury, property damage, or intellectual property infringement.

Supplier’s indemnification obligations survive completion, acceptance, and payment.

 

16. LIMITATION OF LIABILITY

Buyer shall not be liable for any indirect, incidental, special, punitive or consequential damages, including loss of profit, loss of revenue, loss of production or business interruption, arising out of or related to this Purchase Order.

Buyer’s total liability arising from this Purchase Order shall not exceed the amount paid or payable under the applicable Purchase Order.

Nothing in this Purchase Order shall limit Supplier’s obligations relating to indemnification, warranty, confidentiality, intellectual property infringement, regulatory compliance or gross negligence.

 

17. INSURANCE

Supplier shall maintain appropriate insurance coverage throughout performance of the PO, including:

  • commercial general liability;
  • product liability;
  • workers’ compensation;
  • automobile liability where applicable;
  • and professional liability where applicable.

Unless otherwise approved by Buyer, Supplier shall maintain commercial general liability insurance with minimum coverage of CAD $5,000,000 per occurrence.

Upon request, Supplier shall provide certificates of insurance evidencing required coverage.

 

18. TERMINATION AND SUSPENSION

Buyer may terminate or suspend the PO, in whole or in part for Supplier default, for late delivery, for quality issues, insolvency, safety violations or for breach of PO requirements.

Upon termination or suspension, Supplier shall immediately stop affected work, mitigate costs, protect Buyer property and deliver completed work and documentation upon request.

Buyer shall only be responsible for payment of conforming goods or services completed prior to termination.

Buyer may also terminate for convenience upon payment for work properly performed to date.

Buyer shall not be liable for lost profits, indirect damages, consequential damages or cancellation costs not previously approved in writing.

 

19. FORCE MAJEURE

Neither party shall be liable for delays caused by events beyond reasonable control, including natural disasters, war, terrorism, epidemics, governmental actions, labor disruptions, transportation interruptions or major supply chain disruptions.

The affected party shall promptly notify the other party, mitigate impacts and resume performance as soon as reasonably possible.

Buyer may cancel affected orders if delays materially impact operations or project schedules.

Force majeure shall not include increases in pricing, labor shortages, material shortages, supplier failures, economic hardship or changes in market conditions.

 

20. REGULATORY AND ETHICAL COMPLIANCE

Supplier shall comply with all applicable laws, regulations, codes, standards and governmental requirements.

Supplier shall also comply with all applicable requirements relating to labor standards, forced labor prohibition, workplace health and safety, environmental protection, anti-corruption, trade compliance and ethical business practices.

In addition, Supplier shall maintain appropriate policies and controls to ensure compliance.

 

21. SPARE PARTS, VALIDATION AND TECHNICAL SUPPORT

Where applicable, Supplier shall maintain spare parts availability for a minimum of five (5) years, provide technical support and assist with installation, commissioning, troubleshooting, and validation activities.

Supplier shall provide qualified technical personnel upon reasonable request.

 

22. GOVERNING LAW

This PO shall be governed by and construed in accordance with the internal laws of the state, province or territory identified in the address for the Buyer on the Order.

The parties expressly exclude application of the United Nations Convention on Contracts for the International Sale of Goods (CISG).

 

23. MISCELLANEOUS

Supplier may not assign or subcontract this PO without Buyer’s prior written consent.

Failure by Buyer to enforce any provision shall not constitute waiver of any rights.

If any provision of this PO is found unenforceable, the remaining provisions shall remain in full force and effect.

All rights and remedies available to Buyer under this Purchase Order, at law or in equity, are cumulative and may be exercised separately or concurrently.

Supplier is an independent contractor and not an employee, agent, or partner of Buyer.

The provisions relating to confidentiality, warranties, indemnification, intellectual property and liability shall survive completion, termination, or expiration of the PO.