Below you will find the standard terms and conditions which are attached to all Queen's University purchase orders.
The goods and services described in this Purchase Order (the "PO") are provided by Supplier subject to the following terms and conditions. Supplier agrees to be bound by and to comply with all such conditions. Other terms and conditions are not binding upon Queen's University, unless accepted in writing.
All payments are made in Canadian funds or as otherwise specified. All prices shown in this PO are firm and are not subject to adjustment.
Goods are packaged in a manner which assures that they are protected against deterioration and contamination. All goods are delivered to the F.O.S. point specified in the PO. Title and risks remain with Supplier until delivery.
The goods and services furnished are exactly as specified in the PO. They are free from all defects in design, workmanship and materials. The goods and services are subject to inspection and test by Queen's University at any time and place. If the goods and services furnished are found to be defective, Queen's University may reject them, or require Supplier to correct or replace them without charge, or require a reduction in price which is equitable under the circumstances. If Supplier is unable or refuses to correct or replace such items within a time deemed reasonable by Queen's University, Queen's University may terminate this PO in whole or in part. Supplier bears all risks as to rejected goods and services. Supplier reimburses Queen's University for all transportation costs, other related costs incurred, and overpayments in respect of the neglected goods and services.
All electrical Equipment purchased pursuant to this PO shall be authorized or approved in accordance with the Ontario Electrical Safety Code, current as at the date of Purchase, by a Certification Organization, accredited with the Standards Council a/Canada Act (Canada), and shall bear the Certification Organization's mark which identifies equipment certified for use in Canada. Certification shall be to the standard that is appropriate for the intended use of the Equipment at the Purchaser's facilities.
No change by Supplier is allowed without written approval of Queen's University.
The Supplier supplies to Queen's University all schematics, drawings and instructions for installation, operation, maintenance and repair of the goods.
Supplier warrants to Queen's University that goods supplied under this PO are free from defects in material, workmanship and design, suitable for the purposes intended implied in compliance with all applicable specifications and free from liens or encumbrance on title. All services are performed in accordance with current, sound and generally accepted industry practices by qualified personnel trained and experienced in the appropriate fields.
Supplier shall defend, indemnify and hold Queen's University harmless from all claims, actions, demands, loss and cases of action arising from injury, including death, to any person, or damage to any property, when such injury or damage results in whole or in part from the acts or omissions of Supplier.
Supplier and any Sub contractor used by Supplier in connection with this PO must carry Comprehensive General Liability insurance.
This PO is assignable by Queen's University. This PO may not be assigned by Supplier without written approval of Queen's University. In case such consent is given, Supplier remains liable as if no such transfer has been made.
A party is in default of its obligations under this PO if any of the following events occur, namely:
such party is adjudged bankrupt or insolvent by a court of competent jurisdiction, or otherwise becomes insolvent, as evidenced by its inability to pay its debts generally as and when they become due; or such party is in default of its obligations hereunder and fails to cure such default within thirty days of written notice from the other party, or if such default cannot be cured within thirty days, within such longer period as may be reasonable, provided the defaulting party commences promptly and diligently proceeds with curing the delimit.
Upon the occurrence of any of the above events, the party not in default may, by written notice to the defaulting party, terminate this PO without prejudice to any other right or remedy available to it at law and without liability for such termination. Neither the Supplier nor Queen's University shall be liable to the other for indirect damages, for loss of profit or for damages arising from loss of use or production.
This PO may be terminated or suspended by Queen's University in whole or in part. Queen's University will give Supplier written notice specifying the extent to which performance and/or the deliveries of goods and services under this PO is terminated and/or suspended and the date upon which such action shall become effective. In the event of such action, Queen's University shall pay Supplier for the goods and services satisfactorily provided to the effective date of termination or suspension,
This PO shall be governed by the laws of the Province of Ontario