Purchase Order Terms and Conditions
The standard terms and conditions of purchase below are included in each purchase order (PO) of Municipal Property Assessment Corporation (MPAC) as part of its contract with a supplier of goods and/or services (Vendor) to MPAC. Any Vendor terms and conditions of supply do not apply unless MPAC agrees in writing. Where terms and conditions exist under an existing written contract between MPAC and a Vendor, these terms and conditions do not apply.
The contract (POA) between the parties consists only of:
- (i) these PO terms and conditions; and
- (ii) those provisions set out on the face of the PO, including any documentation referenced therein. Should there be any conflict between the provisions on the face of the PO and these terms and conditions, the provisions on the face of the PO shall prevail.
All prices shown on PO are firm, in Canadian dollars, and not subject to adjustment. If applicable, HST or PST is extra.
3. Payment Terms
MPAC will pay Vendor within 30 days after receipt of applicable invoice for goods and/or services provided by Vendor, subject to any deduction held back in good faith by MPAC regarding such goods and/or services. Payment by MPAC of any invoice shall not be deemed acceptance of goods and/or services.
4. Shipping of Goods
Vendor will ensure goods are packaged and arrive at FOB point such that they are protected against damage, deterioration and contamination. Goods containing hazardous material or fragile in nature shall be appropriately labelled. Title and risks remain with Supplier until delivery to FOB point on the face of the PO. (If no FOB point is identified, it shall be FOB MPAC location). Goods shall be shipped transportation pre-paid (but recoverable from MPAC via invoicing) to ultimate MPAC destination. Vendor shall ensure that instructions for installation, operation, maintenance and repair of the goods are shipped with the goods. If goods are imported into Canada, Vendor is responsible for all legal, regulatory and administrative requirements related to importation and the payment of all associated duties, taxes, fees and other charges.
5. Inspection and Rejection
Goods and services shall be free from all defects in material, workmanship and design. If, after delivery, MPAC determines goods and/or services are defective, MPAC may reject them or require Vendor, at Vendor’s cost, to replace goods or re-perform services. Should Vendor fail to do so, MPAC may, at its option and in addition to any other recourse available to MPAC, terminate POA, in whole or in part, the Vendor bearing all risks regarding rejected goods and/or services. Vendor agrees to reimburse MPAC for all transportation and other related costs incurred and overpayments regarding rejected goods and/or services.
Vendor warrants that:
- (i) it has the unfettered right to enter into POA and to supply the goods and/or services there under;
- (ii) the goods and/or services do not infringe any intellectual property right and any other right of, or contract with, a third party;
- (iii) the goods supplied are new and free from defects in material, workmanship and design suitable for the purposes intended and in compliance with all applicable specifications and are free from liens or other encumbrances to title; and
- (iv) the services supplied are performed in accordance with current, sound and generally accepted industry practices by qualified personnel trained and experienced in the appropriate fields.
POA may be terminated, in whole or in part, by MPAC without liability upon giving written notice to the Vendor where:
- (i) MPAC determines there is a breach of POA by the Vendor, in which case (a) MPAC is not required to make any further payment to the Vendor nor make any payment under an outstanding invoice and may claim for amounts already paid to the Vendor and (b) the Vendor is not entitled to recover costs incurred up to the date of termination;
- (ii) MPAC unilaterally determines to terminate POA for convenience in which case, MPAC will reimburse to the Vendor only those costs reasonably incurred by the Vendor up to the date of termination; or
- (iii) the Vendor is bankrupt or insolvent as determined by a court or Vendor cannot pay its debts generally as and when they become due in which case MPAC, in its sole discretion, may make whatever payment, if any, to the Vendor as MPAC shall determine.
8. MPAC Policies
Where all or part of POA is to be performed on MPAC premises, Vendor agrees to comply with relevant MPAC policies. Upon request, MPAC will supply Vendor with a copy of such policies.
The Vendor shall indemnify and save harmless MPAC, its directors, officers, employees and other representatives from and against all liabilities, losses, suits, claims, demands and damages including reasonable legal costs arising in any manner from:
- (i) its breach of any covenant, warranty or other provision of the POA;
- (ii) any defect with respect to goods, irrespective of when the defect is discovered,
- (iii) any violation or infringement (including allegations thereof ) by the goods or the Vendor of any intellectual property rights or other right of, or contract with, a third party,
- (iv) any damage to property or personal injury to an individual (including death) in respect of the goods and/or services and (e) from all statutory requirements (including taxes and other regulatory charges) which Vendor is required by law to pay (or which any subcontractor is required to pay by law). Neither party shall be liable for any special, incidental, indirect or consequential damages arising out of the Vendor’s or MPAC’s performance under the contract.
- (i) to hold any information, including personal information, which MPAC determines as confidential and is necessary for Vendor to receive to perform its obligations under the POA;
- (ii) not to release such information to a third party without MPAC’s written consent; and
- (iii) if required by MPAC, to enter into a non-disclosure agreement with MPAC regarding such confidential information.
11. Assignment and Subletting
The Vendor shall not assign the POA to a third party without the written consent of MPAC, which consent may be arbitrarily withheld. The Vendor may, upon written notice to MPAC, sublet all or part of the POA to a subcontractor; however, any such subletting shall not relieve the Vendor from its obligations under the POA.
12. Compliance with Laws
The Vendor shall comply with all relevant laws relevant to the performance and execution of its obligations under this POA including all federal and provincial laws relating to the packaging, labelling and transportation of goods including hazardous materials.
The parties agree that this POA and all documents required under POA must be in English and may also be in French. If there is any conflict between the French and English version, the documentation will be resolved in favour of English.
14. Entire Agreement
POA is the entire agreement and supercedes all prior discussions and negotiations in respect of the subject matter of this POA.
15. Governing Law
The POA shall be construed in accordance with the laws of the Province of Ontario. The Vendor and MPAC hereby submit to the exclusive jurisdiction of the courts of the Province of Ontario located in the Greater Toronto Area in relation to disputes arising out of the POA.