These Terms and Conditions of Purchase (“Conditions”), shall apply to every purchase order document issued by the Lakeside Process Controls Ltd. (“Purchaser”). 

As used herein “Purchaser” means Lakeside Process Controls Ltd., “Purchaser’s Authorized Representative” means the person or persons authorized by Purchaser to issue “Purchase Order” (“Order”) including all exhibits, schedules and attachments referenced herein and may further authorised written change of this Order. “Vendor” means the party with whom Purchaser is contracting. The Vendor specifically agrees to be bound and acknowledges that unless the Purchaser agrees in writing to a modification of these Terms and Conditions, these Terms and Conditions shall apply to all and take precedence over any of the Vendor’s Terms and Conditions whether set out in the Quotation including in its any form of order acknowledgement or any Vendor acceptance correspondence or invoices otherwise. Any and all terms and conditions proposed by Vendors which are different from or in addition to the terms and conditions of Purchaser’s Purchase  Order are hereby deemed to be material alterations and shall not become a part of this Order or binding upon Purchaser.  Regardless of Vendor’s acceptance or acknowledgement of Purchaser’s Order, the shipment  of goods, or commencement of performance of services hereunder shall constitute Vendor’s acceptance of the terms and conditions contained herein.

Definitions:

•    “Purchaser” means Lakeside Process Controls Ltd. or abbreviated as “Lakeside”;
•    “Vendor” means the company, inclusive of partnership, person or entity selling Goods and/or Services to Purchaser; and includes any reference to “Seller”,  “Subcontractor,” “Contractor,” or “Supplier.”
•    “Purchase Order” means the documents accompanying these Conditions including, as applicable, the Purchaser's requisition; 
•     “Goods” means the product, equipment, materials or parts being purchased by the Purchaser as identified in the Purchase Documents; 
•     “Services” means the services of any description or kind to be provided by the Vendor in relation to the Products as more particularly identified in the Purchase Documents; 
•    “Software” means the executable file of the computer programs, and “Firmware” means the source code, to be provided by the Vendor to the Purchaser which is more particularly described in the Purchase Documents; 
•    “Conditions” means these terms and conditions and constitutes the entire agreement between Purchaser and Vendor.  


1.    DELIVERY OF GOODS AND/OR SERVICES 

a.    Vendor agrees to supply and deliver the Goods and/or to perform the Services to Purchaser, as applicable, on the terms and conditions set out in this Agreement. Unless otherwise, all Deliverables shall be delivered from Vendor's facility to FCA Delivery Point (Incoterms® 2020) as stated on the face of the Purchase Order document either at Purchaser’s premises or specified Purchaser’s customer final destination location.
b.    Vendor shall, include at its own expense, packing, loading, shipping and delivering the Goods to the Delivery Point and provision of  required documentation in accordance with the delivery terms, as per other instructions as printed on the face of the Purchase Order or otherwise provided to Vendor by Purchaser in writing. No extra charges will be allowed for freight, transportation, insurance, shipping, storage, handling, demurrage, duties, cartage, packaging or similar charges including any return shipment to Vendor unless provided for in the applicable Purchase Order or otherwise separately agreed to in writing by Purchaser. Vendor shall be liable for any damages as a result of their failure to follow these requirements.  
c.    Goods shall be delivered, and Services performed, by the applicable Delivery Date shown on Purchase Order. Vendor must notify Purchaser if Vendor is likely to be unable to meet a Delivery Date or incur direct cost of resultant delays. At any time prior to the Delivery Date, Purchaser may, upon reasonable period of notice to Vendor, cancel or change a Purchase Order, or any portion thereof, for any reasonable reason, including, without limitation, for the convenience of Purchaser’s customer request or due to failure of Vendor to comply with this Agreement, unless otherwise noted.
d.    Title and risk of loss or damage shall pass to Purchaser upon receipt of Goods at the Delivery Point, unless otherwise agreed to by the Purchaser in writing. Purchaser has no obligation to obtain insurance while Goods are in transit from Vendor to the Delivery Point.  
e.    Vendor shall follow all instructions of Purchaser and cooperate with Purchaser’s customs broker as directed by Purchaser (including by providing requested shipping documentation) with respect to all Goods that originate from sources or suppliers based outside Canada. Vendor shall comply with all the requirements of the Canada Border Services Agency (or any successor organization) with respect to the importation of Goods from outside Canada.


2.    PRICE / PAYMENT TERMS:

Firm Prices for the Goods and/or Services will be set out in the applicable Purchase Order. No Price adjustment or charges allowed unless expressly set out as approved written change to Purchase Order and shall not be effective unless agreed to in advance in writing by Purchaser. Purchaser will pay to Vendor the amount stated on Purchase less applicable withholding, subject to any agreed upon new adjustments for change orders. All payments are to be provided net 45 Days from the date of invoice approved unless otherwise agreed.  Where Progress Payments apply, holdbacks will be deducted per payment, balance to be paid out 60 days from project completion. Purchaser shall have the right to withhold payment of any invoiced amounts that are disputed in good faith until the parties reach an agreement with respect to such disputed amounts and such withholding of disputed amounts shall not be deemed a breach of this Agreement nor shall any interest be charged on such amounts. It is understood (a). Products shipped in excess of quantity designated in this order may be returned at Seller's expense.  (b). Purchaser shall have no obligation to Vendor to purchase any minimum quantity of products or services (c). Purchaser may provide written notice requesting Vendor to delay shipment of purchased products or performance of services without cost of incurring additional storage or delay charges to Purchaser.


3.    CHANGES:

Purchaser may, by written notice to Vendor, at any time and from time to time, make requests, give Vendor instructions or directions in respect of the changes to delivery of Goods and/or Services through alterations, additions, or deletions or an acceleration (collectively, “Requests”).  No Request purportedly given by Purchaser shall be effective unless and until formalized by means of a change order, or otherwise given or confirmed in writing by Purchaser.  Upon receiving any purported Request given orally or by anyone not known by Vendor to represent Purchaser, Vendor shall request that same be formalized by means of a change order, or that it be otherwise confirmed in writing by Purchaser. If Vendor considers that a Request justifies any changes to the Price and/or to the Delivery Date to notify in writing within ten (10) Days from the receipt of such Request and before implementing such Request, notify Purchaser thereof.  Should Vendor fail to so notify Purchaser within ten (10) Days from the receipt of the Request, or should Vendor commence implementing the Request before giving such notice or should Vendor act on the basis of a Request given orally, Vendor shall be deemed to have waived any right it may have to claim relief or compensation on the grounds thereof. This Order may only be changed or modified by a Purchase Order Amendment issued by Purchaser. Any attempted oral modifications to this Order shall not be binding upon Purchaser.     


4.    TERMINATION:

Notwithstanding anything in this Purchase Order, Purchaser may at any time and without incurring payment of any penalty for damages, cancel the undelivered portion of Goods delivery and/or the any balance of Services terminate this Purchase Order, in whole or in part, specifying therein the effective date of such termination; or effective immediately in the case of an Event of Default by Vendor. For the purposes of this Purchase Order, an “Event of Default” shall mean any of the following: (a) breach of any terms of this Agreement; (b) failure to perform in accordance with the requirements of this Purchase Order; (c) failure to make progress so as to endanger timely and proper delivery of the Goods or completion of the Services and, in each such case, (d) Vendor does not cure or correct such breach or failure within Purchaser written notice of specified allowance time; (e) Vendor ceases or threatens to cease conducting business, or in the reasonable opinion of Purchaser will be unable to continue conducting business; (f) any petition, proceeding or other action under any law relating to bankruptcy or insolvency is filed or instituted by or against Vendor; or (g) Vendor subcontracts the performance of any of its obligations in this Purchase Order without the prior written consent of Purchaser or makes an unauthorized assignment of this Purchase Order. Upon such termination, Vendor shall immediately re-pay to Purchaser all sums of money, including deposits, paid by Purchaser net of the purchase price of conforming Product delivered prior to termination, and Purchaser shall have no further liability whatsoever to Vendor save for payment for conforming Goods and/or Services delivered prior to termination. Purchaser may make such equitable adjustments in the price and/or delivery requirements under this Order as Purchaser deems appropriate to address the change in Vendor’s circumstances, including Vendor’s on-going liability to perform its obligations regarding warranty, correction on defective Goods and/or balance of Services or other requirements under this Order.


5.    WARRANTY: 

a.    Product Warranties. Vendor warrants to Purchaser that all Deliverables includes a Warranty Period of two (2) years from the date of acceptance by Purchaser. This warranty covers (i) of merchantable quality; (ii) fit for the purposes intended; (iii) unless otherwise agreed to by Purchaser, to be new, free from defects in design, material and workmanship; (iv) in strict compliance with the Specifications; (v) free from any liens or encumbrances on title whatsoever; (vi) in conformance with any samples provided to Purchaser; and (viii) compliant with all applicable laws, regulations, standards, and codes. The foregoing warranties shall survive any testing, inspection or acceptance by Purchaser of Deliverables. During the warranty period, if Purchaser identifies a non-conformity,  Purchaser shall notify Vendor and shall direct Vendor, at Vendor’s sole expense, to repair,  correct, or refund the purchase price for that portion of the Work non-conforming  under this Order. The warranty will continue as to repaired or corrected work for  two (2) years from the completion of the repair or replacement.  If Vendor does not  comply  with  this  warranty,  Purchaser  may  repair  or  correct  the  defective  or  nonconforming work at Vendor’s expense.
b.    Service Warranties. Vendor shall perform all Services: (i) exercising that degree of professionalism, skill, diligence, care, prudence, judgment, and integrity which would reasonably be expected from a skilled and experienced service provided providing services under the same or similar circumstances as the Services under this Agreement; (ii) in accordance with all Specifications and all Purchaser’s policies, guidelines, by-laws and codes of conduct applicable to Vendor; and (iii) using only personnel with the skills, training, expertise, and qualifications necessary to carry out the Services. Purchaser may object to any of the Vendor’s personnel engaged in the performance of Services who, in the reasonable opinion of Purchaser, are lacking in appropriate skills or qualifications, engage in misconduct, constitute a safety risk or hazard or are incompetent or negligent, and the Vendor shall promptly remove such personnel from the performance of any Services upon receipt of such notice, and shall not re-employ the removed person in connection with the Services without the prior written consent of Purchaser.
c.    Intellectual Property Warranty. Vendor further warrants to Purchaser that at all times all Goods and or Services (including any Deliverables) will not be in violation of or infringe any Intellectual Property Rights.
d.    Manufacturer Warranties. Vendor shall assign to Purchaser all original manufacturer’s warranties to the fullest extent assignable for Goods not manufactured by or for, and Vendor shall take all necessary steps as required by such third-party manufacturers to effect assignment of such warranties to Purchaser including incurring the cost of warranty.


6.    WARRANTY REMEDIES:

In the event of breach of any of the warranties and without prejudice to any other right or remedy available to Purchaser (including Purchaser’s indemnification rights hereunder), Vendor will, at Purchaser’s option and Vendor’s expense, refund the purchase price for, or correct or replace the affected Goods, or re-perform the affected Services, within  ten (10) days after notice by Purchaser to Vendor of warranty breach. All associated costs, including costs of re-performance, costs to inspect the Goods and/or Services, transport the Goods from Purchaser to Vendor, and return shipment to Purchaser, and costs resulting from any supply chain interruptions, will be borne by Vendor. If Goods are corrected or replaced or Services are re-performed, the warranties will continue as to the corrected or replaced Goods for a further Goods Warranty Period commencing on the date of Acceptance of the corrected or replaced Goods by Purchaser. If Vendor fails to repair or replace the Product within the time periods required above, Purchaser may repair or replace the Goods at Vendor’s expense.


7.    INTELLECTUAL PROPERTY RIGHTS:

All Intellectual Property Rights in and to each Deliverable shall vest in Purchaser free and clear of all liens and encumbrances on receipt of payment by Vendor for each Deliverable. To the extent that any Deliverables contain any intellectual property of Vendor, Vendor hereby grants to Purchaser a worldwide, royalty-free, non-exclusive, perpetual license to use, copy, modify and distribute such intellectual property as part of the Deliverables. Vendor agrees to provide to Purchaser all assistance reasonably requested by Purchaser to perfect the rights described herein, including obtaining all assignments and waivers of moral rights necessary or appropriate to vest the entire right, title and interest in such materials in Purchaser and its successors and assigns. In the event that any Goods provided by Vendor to Purchaser are subject to a claim or allegation of infringement of Intellectual Property Rights of a third party, Vendor shall, at its own option and expense, without prejudice to any other right or remedy of Purchaser (including Purchaser’s indemnification rights hereunder), promptly provide Purchaser with a commercially reasonable alternative, including the procurement for Purchaser of the right to continue using the Goods in question, the replacement of such Goods with a non-infringing alternative satisfactory to Purchaser, or the modification of such Goods (without affecting functionality) to render them non-infringing.


8.    CONFIDENTIALITY:

Vendor shall safeguard and keep confidential any and all information relating to Purchaser obtained by it or provided to it by Purchaser in connection with this Agreement and shall use such information only for the purposes of carrying out its obligations under this Agreement. The foregoing shall not apply to confidential information which (i) is in or enters the public domain other than by breach thereof, (ii) is obtained from a third party lawfully, (iii) is or has been independently generated by Vendor, or (iv) is properly disclosed pursuant to a statutory obligation, the order of a court of competent jurisdiction or that of a competent regulated body. Purchaser information is and shall remain the property of Purchaser and Vendor shall not use such information for any purpose other than where strictly necessary for the provision of Goods/Services in accordance with this agreement.  


9. COMPLIANCES:

Vendor further agrees to comply with all laws and regulations, including without limitation, when specified on Purchase Order to international, federal, provincial, municipal and local laws and codes, quality system standards, and quality assurance requirements, environmental standards and any additional technical codes, reference standards or norms in writing.


10. TITLE:  

Vendor expressly warrants and guarantees that title to all material, goods or equipment procured for use in or incorporated into the Work, whether in part or in full, will pass to Purchaser free and clear of all liens, claims, security interests or encumbrances.


11. INSURANCE:

In the event Vendor performs services on Purchaser’s premise  or the premises of Purchaser’s customer, Vendor shall provide and shall require its subcontractors to provide proof of insurance in the form and amounts acceptable to Purchaser the following types of insurance in amounts not less than indicated below or such additional coverage or higher limits as required by the Purchaser’s customer(s).   The Vendor shall also maintain and keep in full force and effect, at its own expense, during the Contract Term, the following insurance which shall cover the performance of the Work: (i) Workers’ Compensation coverage in the amount required by applicable statute and regulation; (ii) Comprehensive General Liability insurance having a minimum inclusive coverage limit including personal injury and property damage of at least $2,000,000; (iii) Owned Automobile Liability insurance on all vehicles used in connection with the Work of at least $2,000,000 in respect of bodily injury (including passenger hazard) and property damage inclusive in anyone accident; (iv) Non-Owned Automobile Liability insurance having a limit of at least $2,000,000 in respect of bodily injury (including passenger hazard) and property damage inclusive in anyone accident. Vendor will promptly deliver to Purchaser, as and when requested, written proof of such insurance. If requested, Purchaser will be named as an additional insured under any such policies. If requested by Purchaser, such insurance will provide that it cannot be cancelled, or materially changed so as to affect the coverage provided under this Agreement, without the insurer providing at least 30 days prior written notice to Purchaser.


12. INDEMNIFICATION:

Vendor shall indemnify, defend and hold harmless Purchaser, its Affiliates, and their respective officers, directors, employees, consultants, and agents (the “Purchaser Indemnified Parties“) from and against any claims, fines, losses, actions, damages, expenses, legal fees and all other liabilities brought against or incurred by the Purchaser Indemnified Parties or any of them arising out of: (a) death, bodily injury, or loss or damage to real or tangible personal property resulting from the use of or any actual or alleged defect in the Goods or Services, or from the failure of the Goods or Services to comply with the warranties hereunder; (b) any claim that the Goods or Services infringe or violate the Intellectual Property Rights or other rights of any person; (c) any intentional, wrongful or negligent act or omission of Vendor or any of its Affiliates or subcontractors; (d) Vendor’s breach of any of its obligations under this Agreement; or (e) any liens or encumbrances relating to any Goods or Services. Vendor’s obligation to defend and indemnify under this Section will apply regardless of whether the claim arises in tort, negligence, contract, warranty, strict liability or otherwise, except for claims that arise as a result of the negligence of Purchaser, but in such event only to the extent of such negligence. The provisions of this section shall also apply to any third-party claims against Vendor that are directly or indirectly related to the actions of Purchaser as noted in this section.  Vendor shall not settle any such suit or claim involving Purchaser without prior written approval, said approval to not be unreasonably withheld.  


13. LIMITATION OF LIABILITY:  

EXCEPT FOR VENDOR’S OBLIGATIONS UNDER INDEMNITIES, AND EXCEPT FOR DAMAGES THAT ARE THE RESULT OF THE GROSS NEGLIGENCE OR WILFUL MISCONDUCT OF A PARTY, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES BASED ON CONTRACT, TORT OR OTHER LEGAL THEORY, INCLUDING ANY LOST PROFITS, DATA, GOODWILL, OR BUSINESS OPPORTUNITY FOR ANY MATTER RELATING TO THIS AGREEMENT.


14. LIENS:
The Vendor agrees to indemnify and save Purchaser harmless from any and all claims, demands, causes of action or suits of whatever nature arising out of the services, labour and materials furnished by the Vendor or sub-contractors under this Contract; from all labourers’, materials and construction liens  and construction legal hypothecs upon the real property upon which the Work is located arising out of the services, labour and materials furnished by the Vendor under this Contract; and shall keep said property free and clear of all liens, hypothecs, claims and encumbrances arising from the performance of the Work by the Vendor or Sub-contractors. In the event that any construction lien is registered against a property where Work has been undertaken by or through a sub-contractor (the “Liened Property”), and provided that Purchaser has paid all amounts properly due under this Contract, the Vendor shall at its own expense, post the security necessary to vacate or discharge such lien, as the case may be.  In the event a lien action is commenced and a statement of claim is issued and served, the Vendor shall take all reasonable steps to remove Purchaser or the owner of the Liened Property (as the case may be) from the main action and indemnify Purchaser and hold it harmless in such action, except where the statement of claim makes substantial claims against Purchaser beyond the recovery of holdbacks under the Construction Lien Act. In the event that a legal hypothec is registered against a property where Work has been undertaken by or through a Sub-contractor, the Vendor shall take actions to remove the hypothec from the property and shall hold harmless and indemnify Purchaser and the property owner from any action taken with respect to such legal hypothec. Nothing herein precludes the Vendor from defending any lien action as referenced aforesaid as against the party claiming the lien.


15. SUB-CONTRACTS AND RELATIONSHIP OF THE PARTIES:  

Vendor shall not sub-contract or delegate any of the Work, except to sub-contractors or sub-sub-contractors previously approved in writing by Purchaser.  It is expressly understood that the relationship between the parties to this Contract shall be that of independent contractors.


16. INSPECTION, ACCEPTANCES AND SITE STANDARD

a.    All shipments of Goods and performance of Services shall be subject to Purchaser’s right of inspection. Purchaser shall have ninety (90) days (the “Inspection Period”) following the delivery of the Goods at the Delivery Point or performance of the Services to undertake such inspection, and upon such inspection Purchaser shall either accept the Goods or Services (“Acceptance”) or reject them. Purchaser shall have the right to reject any Goods that are delivered in excess of the quantity ordered or are damaged or defective. In addition, Purchaser shall have the right to reject any Goods or Services that are not in conformance with the specifications or any term of this Agreement. Transfer of title to Purchaser of Goods shall not constitute Purchaser’s Acceptance of those Goods. Purchaser shall provide Vendor within the Inspection Period notice of any Goods or Services that are rejected, together with the reasons for such rejection. If Purchaser does not provide Vendor with any notice of rejection within the Inspection Period, then Purchaser will be deemed to have provided Acceptance of such Goods or Services. Purchaser’s inspection, testing, or Acceptance or use of the Goods or Services hereunder shall not limit or otherwise affect Vendor’s warranty obligations hereunder with respect to the Goods or Services, and such warranties shall survive inspection, test, Acceptance and use of the Goods or Services.
b.    Purchaser shall be entitled to return rejected Goods to Vendor at Vendor’s expense and risk of loss for, at Purchaser’s option, either: (i) full credit or refund of all amounts paid by Purchaser to Vendor for the rejected Goods; or (ii) replacement Goods to be received within the time period specified by Purchaser. Title to rejected Goods that are returned to Vendor shall transfer to Vendor upon such delivery and such Goods shall not be replaced by Vendor except upon written instructions from Purchaser. Vendor shall not deliver Goods that were previously rejected on grounds of non-compliance with this Agreement, unless delivery of such Goods is approved in advance by Purchaser, and is accompanied by a written disclosure of Purchaser’s prior rejection(s).
c.    Purchaser’s inspection shall not be construed as supervision of the Order and shall not make Purchaser responsible for Vendor’s acts or omissions. Notwithstanding any oversight by Purchaser, any Work provided hereunder that does not comply with this Order shall be corrected at Vendor’s expense. Purchaser is entitled to final inspection before acceptance of Work under this Order.  
d.    Purchaser release of payment for the Goods and/or Services including review and inspection of works, shall not release Vendor from any of the warranties or obligations of this Purchase Order and shall not be deemed a waiver of any right of Purchaser to insist upon strict performance hereof or any of its  rights or remedies as to any such Goods regardless when shipped, received or accepted, or as to any prior or subsequent default  hereunder, nor shall any termination of this Purchase Order by Purchaser shall operate as a waiver of any of the terms hereof.  
e.    Vendor contracted for site services shall comply with Purchaser’s customer site policy (“site standard”) including to keep the work area as neat as possible, at the end of each day, free of rubbish and debris including maintaining safety standard to the satisfaction of Purchaser or its customer.  Vendor shall repair all damage to the work site or surrounding areas if resulting from the site services work. Unless otherwise agreed, Purchaser will have sole decision on whether to turn over any materials discharged or replaced by the work to its customer, otherwise it is determined that the Vendor has responsibility for disposal including all direct and indirect costs. 
f.    If any of the work is required to be inspected or approved by any public authority, the Vendor shall cause such inspection or approval to be performed at its own expense. No inspection performed or failed to be performed hereunder shall be a waiver of any of the Vendor’s obligations hereunder or be construed as an approval or acceptance of the Work or any part thereof by the Purchaser. No form of Partial or operational use of the Goods and/or Services shall constitute an acceptance of any portion of the Vendor’s Goods and/or Services in accordance with the requirements of the Purchase Order. 
g.    Vendor agrees that Purchaser shall have access to and the right to examine any pertinent documents and accounting records of Vendor which pertain to transactions under this Order for a period of five (5) years after expiration of this Order.  Vendor agrees to assign this right to any third party who purchases the Work from Purchaser.    
h.    Final payment will be withheld pending submittal of documentation as specified requirement on Purchase Order and Vendor shall be responsible to provide such, including any revision or resubmission as otherwise directed to its approval by Purchaser.


17. SAFETY:

In carrying out performance of Services obligations under the Agreement, Vendors shall at all times comply with all applicable federal, provincial, and municipal laws, regulations, standards, and codes. Vendor shall fully comply with all safety rules, regulations and guidelines and policies of Purchaser, if any, which are part of this Agreement or otherwise.  Notwithstanding Vendor’s adherence to any safety rules, regulations and policies of Purchaser, if any, Vendor acknowledges and agrees that it has full and sole responsibility for implementation, compliance and enforcement of all safety rules, regulations, and guidelines and that Purchaser’s safety rules, regulations, and policies, if any, do not in any way relieve Vendor of such sole and full responsibility. Notwithstanding Vendor’s adherence to any safety rules, regulations and policies of Purchaser, if any, Vendor acknowledges and agrees that it has full and sole responsibility for implementation, compliance and enforcement of all safety rules, regulations, and guidelines and that Purchaser’s safety rules, regulations, and policies, if any, do not in any way relieve Vendor of such sole and full responsibility.  Unless agreed in writing, Vendor shall supply all health and safety equipment, or materials used in or required by any law, rule, regulation or guideline of any federal, provincial, territorial, state or local authority, agency, or association in the performance of the Work.  


18. ENVIRONMENTAL REQUIREMENTS AND HAZARDOUS MATERIALS:  

Vendor agrees to provide, upon and as may be requested by Purchaser, to satisfy any applicable laws governing the use of any hazardous substances either of the following: (a) all reasonably necessary documentation to verify the material composition, on a substance by substance basis, including quantity used of each substance, of any Goods, and/or of any process used to make, assemble, use, maintain or repair any Goods; or (b) all reasonably necessary documentation to verify that any Goods and/or any process used to make, assemble, use, maintain or repair any Goods, do not contain, and the Services do not require the use of, any particular hazardous substances specified by Purchaser.


19. GOVERNING LAW:

This Agreement shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. The parties irrevocably attorn to the jurisdiction of the courts of Ontario in Toronto, which will have non-exclusive jurisdiction over any matter arising out of this Agreement.


20. ASSIGNMENT:

Vendor may not assign or subcontract this Agreement, in whole or in part, without first obtaining Purchaser’s prior written consent. Vendor’s permitted assignment or subcontracting of this Agreement or any part thereof will not release Vendor of its obligations under this Agreement, and it will remain jointly and severally liable with the assignee or subcontractor for any obligations assigned or subcontracted. The acts of omissions of any subcontractors of Vendor will be deemed to be the acts and omissions of the Vendor. This Agreement shall enure to the benefit of and be binding upon the parties and their respective legal personal representatives, heirs, executors, administrators, assigns or successors. 


21. PRIOR AGREEMENTS AND MODIFICATIONS:

There are no understandings, agreements or representations, express or implied, not specified in the Agreement. Any modification of these Terms and Conditions must be set forth in a written agreement signed by authorized representative of Purchaser. Should any provision of these terms and conditions be or become illegal or unenforceable, the remaining provisions shall remain in force and be binding upon the parties.   


22. CODE OF CONDUCT:

Vendor agreement to code of conduct includes shall not engage, actively or passively, nor directly or indirectly in any form of bribery to personnel acting on behalf of Purchaser. In addition to other rights and remedies the Purchaser may have, the Purchaser may terminate this Contract in case of a breach. 


23. LANGUAGE:

It is the express wish of the parties that this Terms and Conditions with any related documentation be drawn up in English. Il est de la volonté expresse des parties que cette convention ainsi que tout document connexe soient rédigés en langue anglaise.

Rev 0 (March 11, 2019)