| 1. |
No responsibility will be accepted for any purchase order unless it is issued on the faxed official purchase order form and duly signed. No variation of the faxed order will be recognised unless such variation has been approved, in writing by the Peel District School Board (hereinafter referred to as the "Board") and prior to receipt of goods and/or services as outlined on the faxed order. The Board reserves the right to cancel the faxed order at the sole discretion of the Board and the identified vendor on the faxed order agrees to abide by the Board's decision. |
| 2. |
No verbal arrangement or agreement relating to the goods and/or services specified under the faxed order will be considered binding. |
| 3. |
All goods and/or services purchased as per the faxed order are subject to approval by the Board prior to payment being made. Any rejection of goods and/or services resulting because of non-conformity to the terms and/or specifications of the faxed purchase order, whether held by the Board or returned, will be at the vendor's risk and expense. |
| 4. |
All goods and/or services specified or called for in or under the faxed order shall be supplied or performed at the price or prices and on the basis set forth or referred to in and in accordance with the offer and the faxed order. The basis on which the faxed order is given shall include any specifications, plans, price schedules, samples, addenda or other details pertaining thereto, or provided in connection therewith. |
| 5. |
In the event that the Board is entitled to a cash discount, the period of computation will commence on the receipt of a correctly completed invoice delivered to the Accounts Payable Department of the Board. |
| 6. |
For any exception to the delivery date as specified on the faxed purchase order, the vendor shall give prior notification and obtain approval thereto from, the Board employee who signed the faxed purchase order. With respect to delivery under the faxed order, time is of the essence and the order is subject to termination at no cost or penalty to the Board for failure to deliver on time. The acceptance by the Board of late performance with or without objection or reservation shall not waive the right to claim damage for such breach nor constitute a waiver of the requirements for the timely performance of any obligation remaining to be performed by the vendor. |
| 7. |
Unless otherwise specified, all goods are to be shipped prepaid, F.O.B. Regional Municipality of Peel. Where specific authorisation is granted to ship goods F.O.B. shipping point, the identified vendor on the faxed order agrees to prepay all shipping charges, route cheapest common carrier, and to bill the Board as a separate item on the invoice for said charges. It is also agreed that the Board reserves the right to refuse C.O.D. shipments. |
| 8. |
All invoices, packing slips, packages and shipping notices affecting the faxed purchase order shall contain the applicable purchase order number and a signature of receipt must be received from a Board employee for all deliveries. The responsibility to ensure that the signature is being received from an authorised Board employee is the responsibility of the vendor identified on the faxed order. |
| 9. |
No action or failure to act by the Board shall constitute a waiver of any right or duty afforded under this contract nor shall any such action or failure to act constitute an approval of or acquiescence in any breach thereunder except as may be specifically agreed in writing. |
| 10. |
The faxed purchase order and any monies due hereunder is not assignable nor may it be sub-contracted in whole or in part without prior written consent from the Board. |
| 11. |
The faxed purchase order shall be governed by the laws of the Province of Ontario. |
| 12. |
Payment will only be made to the vendor to whom the faxed purchase order is issued. |
| 13. |
Any goods and/or services found to be defective, inferior in quality or below standard (at the sole discretion of the Board) will be returned to the vendor at the vendor's risk and expense. Any material received in a damaged condition must be replaced immediately by the vendor. The will not bear any portion of the cost of such replacement material. |
| 14. |
Electrical equipment must comply with C.S.A. standards of institutional use and/or Ontario Hydro special approval prior to delivery. |
| 15. |
By the acceptance of the faxed purchase order the vendor agrees that they shall indemnify, keep and save harmless the Peel District School Board, its agents, officials and employees, against all injuries, death, loss damage claims, patent claims, suits, liabilities, judgements, costs and expenses, which may occur against the Board in consequence of the granting of a contract or which may otherwise result therefrom, if it shall be determined that the act was caused through negligence or omission of the vendor, or the vendor's employees, if any, and the vendor shall at their own expense appear, defend and pay all charges of solicitors and all costs and other expenses arising therefrom or incurred in connection therewith, and if any judgement shall be rendered against the Board in any such action, the vendor shall at the vendor's own expense satisfy and discharge the same. By acceptance of this order the vendor expressly understands and agrees that any insurance protection required by this contract, or otherwise provided by the vendor to satisfy the requirements of the faxed purchase order, shall in no way limit the responsibility to indemnify, keep and save harmless and defend the Board as herein provided. |
| 16. |
By the acceptance of this order the vendor agrees that payment terms will be based on the date the invoice is received in the Board's Accounts Payable Department at the Central Board Office. |
| 17. |
The vendor agrees, and the acceptance and fulfilment of the faxed order shall constitute a representation and guarantee by the vendor, that the manufacture, sale and shipment of the articles or materials and all labels affixed thereto, and the performance of the services covered under the faxed purchase order has been, is and will be in conformity and compliance with all applicable Federal, Provincial and local laws, regulations and orders. |
| 18. |
No charge will be allowed for boxing, packaging or cartage, unless agreed to on the faxed purchase order. |
| 19. |
Any invoices which do not follow the billing instructions appearing on the faxed purchase order or omit required information, or are in error may be returned to the vendor for correction. All returned invoices must be re-dated as of date of return. |
| 20. |
The Board shall not be liable for failure to take delivery of the goods and/or services requested on the faxed purchase order, if such failure is caused by labour disputes, strikes, wars, riots, insurrection, civil commotion, fire, flood, earthquake, storm or any act of God or any other cause beyond the Board's control. |
| 21. |
The terms and conditions of sale as stated in the faxed order govern in the event of conflict with any terms of the vendor's proposal, and are not subject to change by reason of any written or verbal statements by the vendor, or by any terms stated in vendors acknowledgement unless same be accepted in writing by the Board. |
| 22. |
The faxed purchase order forms the entire agreement. No other documents are relied upon unless specifically incorporated or mentioned on the faxed purchase order. |
| 23. |
The Board will receive goods shipped, but reserves the right to inspect the same after delivery and to return all or any portion thereof at the vendors expense if found to be defective or not in compliance with the requirements of the specification. |
| 24. |
The receipt of the goods by a carrier shall not be deemed to be receipt thereof by the Board, and the title to the goods shall not pass to the Board until same be delivered at their destination to an employee of the Board. |
| 25. |
Packing lists, PREFERABLY IN DUPLICATE, must accompany each shipment. The purchase order number appearing on the faxed order must appear on all packing lists. |
| 26. |
For each controlled product ordered, an MSDS (Material Safety Data Sheet) conforming with WHMIS legislation must accompany each shipment of the product. |
| 27. |
All over shipments made are the vendors responsibility. The Board reserves the right to reject and return, at the vendors expense, any goods in excess of the quantity(s) appearing on the faxed order. |
