Purchase Order Conditions

These Purchase Order terms and conditions (PDF, 35 KB) form part of every Purchase Order issued by the City. No variation of the Purchase Order, including these terms and conditions, is authorized unless such variation has been approved by the City in writing.

This order including conditions becomes a contract when the purchaser receives a written acceptance hereof or upon the seller making shipment of the goods or part thereof ordered hereunder. The term goods includes but is not limited to materials, components, services plant and facilities. The seller by returning this acceptance to the purchaser or by shipment aforesaid shall be deemed to understand and agree that the terms and conditions herein shall bind both parties. Any tender accepted by the purchaser shall be deemed to be and form part of this order and such tender, order, and any schedules attached to this order constitute the entire agreement between the parties and no other terms and conditions whether oral or written and whether precedent or subsequent in time shall have any force or effect unless agreed to in writing by both seller and purchaser. The failure of either party to enforce its rights hereunder shall not constitute a waiver of such rights or any other rights in the tender for this contract.

Reference in this order to seller’s quotation does not imply acceptance of any terms and conditions in such quotation unless they are expressly adopted herein. Any terms and conditions in such quotation which amend or add to are inconsistent with the terms and conditions contained in the tender or this order shall be deemed to be null and void and of no effect.

Seller understands and agrees as follows:

  • that this order must not be filled at higher prices than tendered or if not tendered than last quoted or charged without advice
  • that no charge will be allowed for boxing, packing or crating, carting or loading, unless expressly agreed to on the purchase order
  • that it will mail duplicate copies of invoices and bills of lading to office of mailing, indicating on invoices cash discount terms for prompt payment
  • that it will render a separate invoice for each order or shipment
  • that it will show the number of this order on all invoices, packages, bills of lading, etc., and all communications in reference thereto
  • all goods must be shipped by the route designated by the purchaser and any additional freight or cartage costs incurred directly or indirectly through the seller failing to observe this condition will be charged to the seller’s account.

Except as otherwise agreed in writing, all shipments shall be subject to final inspection by purchaser after receipt by purchaser at destination. Delivery to the purchaser is not to be an acceptance unless inspected and approved by purchaser subject to further rejection by:

  1. Defective workmanship or goods rejected by the within one year of the date of receipt at purchaser Within one year of the date of receipt at destination.
  2. Latent defects, frauds and mistakes.

If any of the goods are found at any time to be defective in material, workmanship, quality, quantity or otherwise not in strict conformity with the specifications or requirements of the tender and this order, the purchaser, in addition to any rights to which it may have under warranties or otherwise, shall have the right to reject and return such goods for full credit, all charges collect including incoming charges.

Without limiting the foregoing right of rejection, the purchaser shall have the right to require prompt replacement, repair or correction of defective work or goods at seller’s risk and expense. If the seller is unable or unwilling to effect such replacement, repair or correction, the purchaser may do so by using its own workmen, goods, or facilities or by outside contract, and shall be entitled to charge the seller for excess costs directly or indirectly occasioned thereby.

The right is reserved to the purchaser to cancel at any time this order in whole or in part upon notice in writing to the seller. If cancellation takes place, delivery shall be accepted of all goods at the contract price completed prior to the notice of cancellation.
Delay
In the event of delay in delivery or services, the purchaser may terminate the contract and hold the seller responsible for any damages.

If services and/or other goods are being supplied, such other goods remain at the complete risk, responsibility, and loss of the seller until this contract is fully completed. If damage, loss, theft, robbery or impairment occurs to any goods, the seller shall replace such other goods at the seller’s sole cost and expense. In the event the seller terminates or abandons the services, either temporarily or permanently, the purchaser may take all necessary steps to complete the services and the seller is responsible for all damages incurred by the purchaser.

All overshipments made are the seller’s responsibility. The purchaser reserves the right to reject and return, at the sellers expense, any goods in excess of the quantity ordered.

The seller, the seller’s employees, servants and agents will comply with all statutes and regulations of Canada and Ontario. Without the limitation of the foregoing, the purchaser relies upon the skill and judgement of the seller and the seller convenants and agrees that having acquired full knowledge of the use, function, purchase and application of the goods to be supplied hereunder. It shall include in its price for and forthwith advise the purchaser of any alterations which may be necessary to ensure that the goods are fit for the said use, function, purpose and application contemplated, and the seller further covenants and agrees to indemnify and save harmless the purchaser from any and all claims, loss or damages (including special and consequential damage and damages for loss of use) arising directly or indirectly from any breach of the terms of this purchase order or any contract following thereupon and from any claims, loss or damage of whatsoever nature and kind for injury to persons and the destruction of or damage to property arising directly or indirectly from the construction, installation and supply of goods to be furnished hereunder or from anything undertaken or done in fulfilling the provisions of this purchase order or any contract following thereupon.

The seller shall not, except with the consent of the purchaser in writing, release information relating to this order for advertising, promotional, or technical purposes or otherwise give it publicity in any fashion, nor shall the name of the purchaser be used for, or in connection with, any advertising or promotional purpose of the seller.

The seller agrees to indemnify and save harmless the purchaser from any claim or action arising from the alleged infringement of any patent or trademark or infringement of copyright as a result of the use or sale of these goods.

No charges for extras will be allowed unless they have been ordered in writing by the purchaser and the price agreed upon.

The purchaser and seller agree that the tender, this purchase order and any schedules attached to this purchase order shall be governed by and construed according to the laws of the Province of Ontario where the purchaser’s office issuing the order is located and the courts of such Province of Ontario shall have sole jurisdiction. The seller agrees to and attorns to the jurisdiction of the Province of Ontario including all executions and processes issued thereform.

Unless otherwise agreed in writing all tools, equipment or material of every description furnished to the seller by the purchaser or specifically paid for by the purchaser, and any replacement thereof or any materials affixed or attached thereto, shall be and remain the personal property of the purchaser. Such property, and whenever practical each individual item thereof, shall be plainly marked or otherwise adequately identified by the seller as “property of the corporation of the City of Hamilton” and shall be safely stored separate and apart from the seller’s property and shall remain free of liens and encumbrances. The seller shall not substitute any property for the purchaser’s and shall not use such property except in filling the purchaser’s orders. The seller’s custody or control shall be held at the seller’s risk, shall be kept insured by the seller at the seller’s expense in an amount equal to the replacement cost with loss payable to the purchaser and shall be subject to removal at the purchaser’s written request, in which event the seller shall prepare such property for shipment and shall redeliver to the purchaser in the same condition as originally received by the seller, reasonable wear and tear excepted the purchaser shall have the right at all reasonable times upon prior request to enter the seller’s premises to inspect and any all such property.

If a discount is allowed for payment within a certain time, the time for taking the discount will not begin to run until the date of the receipt of the invoice or the date of the delivery of the goods, whichever is later. However, if an invoice is returned for correction, the time for taking the discount will not begin to run until the date of the receipt of the corrected notice.

Goods must be transported by the seller or seller’s agent in accordance with all relevant federal and provincial legislation covering the handling and transportation of all hazardous and dangerous goods.

The Occupational Health and Safety Act, R.S.0. 1990, c.o.1, as amended from time to time, shall govern the operation of this contract.

Material safety data sheets or information sheets as regulated under W.H.M.I.S. must be made available.