This purchase (the “Order”) is subject to the following terms and conditions and, by accepting the Order or any part thereof, Supplier agrees to and accepts them without reservation.
- ACCEPTANCE, ENTIRE AGREEMENT AND CHANGES
This Purchase Order (the “Order”) constitutes the entire agreement between Kingston Construction Ltd. (the “Purchaser”) and the vendor (the “Supplier”). Acceptance of this Order, including by beginning performance of the work or delivering the goods called for herein, shall be deemed acceptance of these Terms and Conditions without reservation. Purchaser may at any time make changes to the Order. If such changes cause an increase or decrease in cost or time, Supplier must request an equitable adjustment in writing within ten (10) business days of such change, otherwise such right is waived. Supplier shall proceed with the Order as changed pending resolution of any dispute. No other modification shall be binding unless in writing and signed by Purchaser.
- INVOICING AND PAYMENT
A separate invoice is required for each Order. If partial shipments are made, a separate invoice must be rendered for each shipment. The Supplier’s invoice must clearly show the Purchase Order number, the quantity, and the unit of measure. Sellers shipping from outside of Canada shall furnish invoices properly certified for Canadian Customs purposes. Unless otherwise specifically agreed to in writing on the face of this Purchase Order, Purchaser shall pay undisputed invoice amounts net sixty (60) days from receipt of an acceptable invoice. Purchaser reserves the right to apply a 10% holdback amount to each invoice, to be remitted upon written confirmation of final completion and acceptance of the work. Kingston Construction Ltd. reserves the right to amend these payment terms at its sole discretion based on project requirements. Purchaser may set-off any amounts due from Purchaser to Supplier against any liabilities due from Supplier to Purchaser.
- DELIVERY, TITLE AND RISK OF LOSS
Time is of the essence for this Order. Delivery must be made within the time stated on this Order. Damages to any goods, material, and equipment resulting from improper packing will be charged to the Supplier’s account. All packages must bear the Purchase Order number and must show gross, tare, and net weights. Title to the products shall pass to Purchaser upon delivery or payment, whichever occurs earlier. Risk of loss shall pass to Purchaser only upon delivery in good condition and inspection by Purchaser at the destination.
- INSPECTION AND ACCEPTANCE
All goods, material, and equipment supplied under this Order are subject to inspection and acceptance by Purchaser within a reasonable time after receipt. Purchaser will notify Supplier in writing of the rejection of any items which are not in accordance with the description or specifications stipulated in this Order. Rejected items will be held subject to the disposition of the Supplier at its risk and expense.
- SAFETY, WORKERS COMPENSATION AND ASBESTOS PROHIBITION
Supplier and any subcontractors shall strictly comply with all applicable occupational health and safety legislation, environmental legislation, and Purchaser’s specific site safety programs. Prior to commencement of services on Purchaser’s premises, Supplier shall furnish a current clearance letter from the provincial Workers Compensation Board (WCB). Supplier must comply with Purchaser’s Substance Use Prevention and Fit for Work requirements. Workers reporting for work who are not fit for work or are under the influence of drugs or alcohol will not be permitted on site. The use of asbestos fibers in any form, or of products containing asbestos, is strictly prohibited. Breaches of these safety requirements may result in immediate termination of this Order.
- INSURANCE
If Supplier or its subcontractors are required to perform work on Purchaser’s premises, Supplier shall obtain and maintain, at its own expense:
- Commercial General Liability (CGL) insurance with a limit of not less than $5,000,000 inclusive per occurrence for bodily injury, death, and property damage, naming Kingston Construction Ltd. as an additional insured.
- Automobile Liability Insurance covering all owned or non-owned vehicles with a minimum limit of $5,000,000. Failure to maintain adequate insurance may result in immediate termination of this Order.
- WARRANTY AND LIENS
Supplier warrants that the goods supplied will be fit for the particular purpose specified, free from defects in material, workmanship, and design for a minimum of 12 months from the date of substantial performance, or for such longer period as required by Purchaser’s contract with its client. Supplier warrants that all goods and services shall be provided free and clear of any claims, liens, or encumbrances. Supplier shall, at its own expense, repair or replace defective goods during the warranty period.
- INDEMNITY AND LIMITATION OF LIABILITY
Supplier agrees to indemnify, defend, and hold harmless Kingston Construction Ltd., its officers, employees, and agents from any and all claims, liabilities, damages, costs, and expenses (including legal fees) arising out of the performance or non-performance of this Order, including injuries to persons, property damage, environmental release, or patent infringement. In no event shall Purchaser be liable to Supplier for any loss of profit, business, or any indirect, special, or consequential damages.
- ASSIGNMENT AND SUBCONTRACTING
Supplier operates as an independent contractor. Supplier shall not assign this Order or subcontract the services to be provided without the prior written consent of Purchaser. Where consent is granted, Supplier remains fully liable and responsible for the acts and omissions of any subcontractor.
- CONFIDENTIALITY
This Order and any proprietary information regarding Purchaser’s business costs, practices, operations, or plans disclosed to Supplier shall remain strictly confidential. Supplier shall not disclose such information to any third party without Purchaser’s prior written consent, except as required by law.
- TERMINATION AND FORCE MAJEURE
Purchaser may terminate this Order in whole or in part without liability if Supplier fails to perform in accordance with the delivery schedule or fails to comply with any provisions of this Order. Purchaser may also terminate this Order for convenience at any time by written notice, in which case Purchaser shall only be liable for goods actually delivered or services successfully performed prior to termination. Neither party shall be liable for delays caused by extraordinary events beyond their reasonable control (Force Majeure), provided written notice is given within ten (10) days of the event.
- GOVERNING LAW
The laws of the Province of British Columbia and the federal laws of Canada applicable therein shall apply to and govern the interpretation of this Order. Any proceedings by reason hereof shall be taken in British Columbia.