Purchase Order Terms and Conditions
- Acceptance of Contract
The Vendor, by the acceptance of the Purchase Order (hereinafter “PO”) for goods and/or services, accepts all the Terms and Conditions hereof. Any of the following shall constitute Vendor’s unqualified acceptance of the PO under the terms set forth in the PO:
(a) signed acknowledgement of the PO;
(b) furnishing of any goods, services, material or items listed on the PO;
(c) acceptance of any payment based on the PO; or
(d) commencement of performance as specified on the PO.
These Terms and Conditions supersede and take precedence over any and all previous verbal or written arrangements in connection with the PO.
- Price and Payment
- The price specified on the face of the PO shall be the complete cost to Matrix Marketing Concepts Inc. (hereinafter called “Buyer”) and includes all fees, royalties, licenses, taxes, levies and charges of every description (including charges for packing, crating, boxing, and shipping).
- Payment by Buyer for satisfactory goods and/or services will be made in Canadian funds, net 45 days from date of delivery or invoice (whichever is later) unless otherwise agreed.
- Invoices will not be processed for payment until all items invoiced have been both delivered and approved by Buyer.
- Buyer shall not be required to make payment for goods which are in excess of quantities specified in the PO.
- Time shall be of the essence. If Vendor fails to make deliveries or perform the services at the time specified by the PO, or performs the work hereunder in such a fashion as in the opinion of Buyer endangers its ability to make timely deliveries or to render timely performance of the services, Buyer reserves the right to cancel the PO in whole or in part, expect prompt refund from Vendor, purchase elsewhere, and hold Vendor accountable for any additional costs or damages incurred by Buyer. Such costs and damages shall include but shall not be limited to the amount of any penalty which Buyer has been required to pay to its customer by reason of late delivery of goods or services supplied to such customer when such late delivery was caused by Vendor’s failure to make deliveries of the goods or services in accordance with the PO.
- Unless otherwise specified on the face of the PO, all shipments are to be made prepaid and it is Vendor’s responsibility to arrange full and complete protection of shipment while in transit to the destination specified by Buyer.
- If goods are purchased FOB Vendor’s location or shipping point, goods shall not be considered delivered until they reach Buyer’s receiving point indicated on the face of the PO. In this event, Buyer assumes responsibility at the FOB point for carrier routing, transportation charges and risk of loss or damage to the goods in transit.
- All items must be suitably prepared and packaged for shipment to withstand normal transportation functions and conditions. Unless otherwise indicated on the face of the PO, packaging must be in compliance with Best Commercial Practices for the industry.
- All packages, packing slips, invoices, correspondence, customs documentation and freight bills of lading shall have Buyer’s PO number prominently displayed, and packing slips shall accompany all shipments.
All goods and services shall be subject to inspection and approval by Buyer without limitation as to time. Buyer may reject the goods and/or services, in whole or in part, and/or terminate the PO without payment if, in the sole opinion of Buyer, the goods and/or services in whole or in part are unsatisfactory or non-conforming to specifications set out on the face of the PO. Buyer is not required to accept any item or service which does not conform to the PO, notwithstanding the usage of the trade and/or industry to the contrary.
- In the case of rejected goods, Buyer may return those goods to Vendor at Vendor’s risk and expense whereupon any responsibility of Buyer with respect to the rejected goods shall absolutely cease.
- In the case of goods lost or damaged while in the care and custody of Vendor, or rejected goods or services, Buyer may either require Vendor to re-perform the work at Vendor’s expense, or obtain the goods and/or services from another source at Vendor’s expense.
- Vendor expressly warrants that all goods furnished under the PO will:
- Be free from defects in materials and workmanship,
- Conform to the applicable specifications, drawings, samples or other descriptions,
- Be free from defects in design except to the degree such goods are manufactured to Buyer’s design,
- Be suitable for the intended purpose, if the purpose is made known to Vendor and Buyer relies on Vendor’s judgment and selection and,
- Be free from defects in title.
- Buyer reserves the right to terminate the PO, or any part thereof, and to cancel all or any part of the undelivered portion of the PO if Vendor:
- Fails to deliver the goods or perform the services by the time specified in the PO,
- Fails to deliver goods or perform services that meet the stated PO specifications or requirements,
- Fails to meet expectations and/or implied needs and/or prevailing industry standards for workmanship or service,
- Breaches any of the other terms of the PO,
- In the opinion of Buyer, so fails to make progress in the work so as to endanger performance,
- Becomes insolvent,
- vii.Files a voluntary petition to have Vendor declared bankrupt provided it is not vacated within 30 days from the date of filing, or
- viii.Executes any assignment for the benefit of creditors.
- In the event of termination, Buyer shall have no obligations to Vendor in respect of the canceled portion of the PO and Buyer’s liability shall be limited to pro rata payment for the delivery of accepted goods or services up to termination at the rate specified on the face of the PO.
- If the PO is terminated in whole or in part as a result of default in performance by the Vendor, and it is necessary to procure any of the specified goods or services elsewhere, then Vendor will be liable for any re-procurement charges which exceed the amount which would have been due to Vendor if it had successfully completed the PO.
- Intellectual Property
- Vendor covenants that there has been no violation of trademarks, patents, copyright or any other intellectual property right of another person in the manufacture, production, undertaking or sale of the goods or services supplied under the PO. Vendor agrees to save Buyer, its customers and agents harmless from any loss, damage, or liability incurred on account of any alleged infringement of any intellectual property rights with respect to all goods and /or services furnished under the PO, provided that such goods and/or services are not furnished pursuant to Buyer’s design. Vendor agrees that it will, at its own expense, defend any action, suit or claim in which infringement is alleged.
- Vendor, on behalf of itself and its employees, agrees that any ideas, know-how, concepts, processes or information (technical-, business-related or otherwise) received from Buyer in connection with the performance of the PO and not generally within the public domain (hereinafter referred to as “Confidential Information”) shall remain the property of Buyer and/or its customer(s), shall be preserved in strictest confidence by Vendor, and shall not be disclosed by Vendor to third persons except to the extent that such use or disclosure is necessary for the proper performance of the PO. If disclosure to third persons is necessary, Vendor shall insure that such third persons hold such information in strictest confidence. Furthermore, the above requirements notwithstanding, in no circumstances shall the Vendor disclose confidential information to Buyer’s (or its customers’) competitors, including any subsidiary or affiliate organizations. Upon request, Vendor agrees at its own expense to return and/or destroy all confidential information and related tooling, fixtures, etc. and to provide affidavits of destruction where requested by Buyer.
- Vendor shall indemnify and save Buyer harmless from any and all damages, losses, liabilities, suits and expenses (including reasonable legal fees) arising out of or connected with Vendor’s performance or lack of performance or any default or breach of any terms of the PO by Vendor.
- The PO and these Terms and Conditions together constitute a binding agreement and cannot be modified in any respect, except upon written agreement signed by both Vendor and Buyer.
- In the event of any conflict between the PO and these Terms and Conditions, the PO shall take precedence.
- The PO may not be assigned or sub-contracted in whole or in part by Vendor without the written consent of Buyer.
- Compliance with Law
- In accepting the PO, Vendor represents that it complies with, and will continue during the performance of this PO to comply with, the provisions of all applicable federal, provincial, state, and local laws and regulations from which liability may accrue to Buyer from any violation thereof.
- The PO and these Terms and Conditions shall be construed in accordance with and governed by the laws of the Province of Ontario, Canada and constitutes the entire agreement between Vendor and Buyer with respect to the provision of goods and/or services by Vendor to Buyer.