Standard Terms and Conditions for Purchases
(current as of May 12, 2023)
- These Terms and Conditions form part of every purchase order (“PO”) and work order (“WO”) issued by Victoria Park Community Homes Inc, or Victoria Park Affordable Housing Corp. (collectively referred to as “VPCH”). Subject to paragraph 2 below, these Terms and Conditions supersede and take precedence over any and all previous verbal or written arrangements in connection with the subject matter of the PO or WO and no other terms and conditions shall apply to the PO or WO. No variation or amendment of the PO or WO, including these terms and conditions, is authorized unless such variation or amendment has been approved by VPCH in writing.
- If reference to a request for proposal, request for tender, request for information or request for quotation is made on the face of the PO or WO, the provisions set out in that request for proposal, request for tender, request for information, or request for quotation, as the case may be, shall apply. In the event of any conflict with these Terms and Conditions, the provisions of the request for proposal, request for tender, request for information, or request for quotation, as the case may be, shall take precedence over these Terms and Conditions.
- Any supplier or contractor engaged by VPCH for any work or supply of any goods (the “Supplier”) shall be deemed to accept these terms and conditions upon the Supplier commencing any performance of that which is contemplated by the PO or WO (the “Deliverables”).
- The PO or WO shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein.
- The Supplier shall at all times comply with all applicable legal requirements, including all federal, provincial, municipal and other laws, regulations and codes which are in any way applicable or related to the PO or WO.
- For the purposes of these Terms and Conditions, “acceptance of the Deliverable(s)” shall mean the first to occur of either: (a) written confirmation of acceptance to the Supplier from VPCH; or (b) the 45th day following the completion of all work and delivery of supplies associated with the Deliverable.
- Any activity on VPCH premises (interior or exterior) required in connection with the Deliverables shall be between the hours of 8:30 a.m. and 4:30 p.m. Monday through Friday only, excepting statutory holidays.
- Time shall be of the essence in respect of the Supplier’s fulfillment of the Deliverables. In the event of Supplier’s failure to fulfill the Deliverables as and when specified, VPCH shall have the option to cancel the PO or WO, or any part thereof immediately upon notice to the Supplier, without prejudice to any other rights and remedies VPCH may have.
- VPCH shall be entitled to make changes at any time and from time to time to the Deliverable requirements of any PO or WO, including changes to any specifications. In the event of any additional cost or savings resulting from such changes, the Supplier shall notify VPCH thereof in writing and obtain written approval from VPCH before proceeding with the changes.
- The Supplier represents and warrants that all Deliverables shall, as applicable: be new; be fit for their purpose; be of merchantable quality; be used, applied and installed in accordance with manufacturers recommendations; and conform in all respects to all specifications and requirements stated on the PO or WO. Where services are included in the Deliverables, all such services shall be fulfilled to the standard of a prudent owner.
- In addition to all other express and implied warranties or guarantees made by the Supplier, the Supplier guarantees all the work to be performed and all materials to be supplied in connection with the Deliverables against defects in materials or workmanship which may develop within a period of 2 years from the date of final acceptance of the Deliverable. The Supplier shall promptly correct or replace any such defects upon receipt of written notice from VPCH. If the Supplier fails to promptly correct the defect, VPCH may rectify the defect and charge the Supplier the cost of doing so plus a 15% administration fee.
- All warranties and indemnities provided herein shall survive any termination of the contract.
- The Supplier shall not enter into any subcontracting arrangements in the fulfillment of the Deliverables, other than as pre-approved in writing by VPCH.
- Title to any goods forming part of the Deliverables transfers to VPCH, upon acceptance of the Deliverable by VPCH. Until that point goods are at the risk of the Supplier. All work related product and all intellectual property including all legal, equitable and moral rights developed or produced by the Supplier or in any way arising in connection with the Deliverables, shall be owned by and vest in VPCH. The Supplier waives and shall ensure that the Supplier’s employees, subcontractors, and subcontractors’ employees waive, in favour of VPCH, all moral rights in respect of the Deliverables.
- Deliverables shall be subject to inspection and test by VPCH at any time and place. If Deliverables are found not to be in accordance with the requirements of the PO or WO, without prejudice to any other rights or remedies that VPCH may have, VPCH shall be entitled to reject and/or return the Deliverables at the Supplier’s risk and expense and the Supplier shall reimburse VPCH for any costs in that regard incurred by VPCH.
- The Supplier shall carry and maintain adequate insurance, which at a minimum shall include public liability and property damage insurance in an amount not less than $2,000,000 and shall forthwith provide VPCH proof of insurance upon request by VPCH.
- The Supplier shall carry and maintain at all times while the whole or any part of the Deliverables are outstanding, all required Workplace Safety and Insurance Board coverage.
- The Supplier shall not permit, nor cause anything to be done which would allow any lien, charge, or encumbrance of any nature whatsoever to be registered or levied against any property of VPCH. In the event of notice or registration of any of the foregoing encumbrances the Supplier shall at its own expense immediately cause the same to be discharged failing which and without prejudice to any other rights or remedies that VPCH may have, VPCH shall have the right to set off an amount to completely satisfy such encumbrance (including any legal fees and charges) against any amounts due to the Supplier.
- Any Supplier personnel attending at any VPCH premises shall have identification visibly displayed on their person.
- The price payable indicated on the face of the PO or WO is the final, unconditional price to fulfill the Deliverable requirements and the Supplier shall not be entitled to charge VPCH any additional amounts.
- Unless otherwise stated, prices and all funds payable are in Canadian dollars.
- Invoices shall be issued monthly and delivered to VPCH prior to the end of the month in which the work was completed. Invoices shall be issued monthly and delivered to the Customer prior to the end of the month in which the work was completed. Invoices must be accompanied by a Workplace Safety and Insurance Board clearance certificate for the applicable period of work or alternatively, evidence that the Contractor is not required to be a registrant under the Workplace Safety and Insurance Act.
- The Supplier shall send any invoices related to the PO or WO in electronic format only to email@example.com. Invoices must include: related PO or WO number; property to which the invoiced work relates; name of VPCH; name of the Supplier; date of the invoice; amount payable with applicable taxes shown separately; address to which payment is to be remitted; a description of Deliverables and:
(a) For Deliverables that are services, including construction, the invoice shall provide details of activities including a breakdown of labour and materials.
(b) For Deliverables that are goods or materials, the invoice shall provide details of quantities and a breakdown of unit and total prices.
(c) If shipments originate outside of Canada, the Supplier must furnish properly certified Canada Customs invoices in duplicate, made up in accordance with the Canada Customs requirements.
- Payments under any PO or WO shall be subject to the following holdbacks:
(a) Any statutory holdback entitlements or requirements.
(b) Hold back amounts equal to a reasonable estimate of the cost to VPCH of rectifying any part of the Deliverables that does not conform to the PO or WO requirements, until such time as the deficiencies have been addressed to VPCH’s reasonable satisfaction.
- Terms of payment shall be net 45 days from the date of receipt of the invoice or net 45 days from receipt of or fulfillment of the Deliverable requirements in accordance with the PO or WO, whichever is later.
- In the event that the Supplier disputes the amount of payment made by VPCH in respect of any invoice submitted, the Supplier shall provide written notice to VPCH to the attention of the CEO of such dispute within 60 days after payment becomes due and/or refusal to pay by VPCH. In the event the Supplier fails to provide such written notice the Supplier shall not be entitled to pursue its claim and VPCH shall be deemed to have satisfied any and all obligations that it may have in respect of the invoice to which the dispute relates.
- VPCH shall be entitled to set off any amounts owing from VPCH to the Supplier against any amounts from time to time owing from the Supplier to VPCH.
- Payment by VPCH for invoices rendered by the Supplier shall not constitute acceptance of the Deliverables in whole or in part which is not in accordance with the terms and conditions of the PO or WO, nor shall any such payment be construed as acceptance by VPCH of any deficiency.
- VPCH may, at its sole option and for any reason or no reason whatsoever, terminate the PO or WO in whole or in part, without liability, damage, cost or further obligation, upon 7 days’ written notice to the Supplier. In such event, VPCH will pay the Supplier for the Deliverables satisfactorily provided and accepted by VPCH to the effective date of termination.
- In the event that a person is injured and/or events occur through or connected with the Supplier’s fulfillment of the Deliverables, the Supplier shall forthwith deliver written notice of the same to VPCH.
- In the event of strikes, accidents, unforeseen contingencies or events outside of VPCH’s control which make fulfillment of the Deliverables impractical or reasonably undesirable to VPCH, VPCH shall have the option on written notice to the Supplier, to immediately terminate or suspend fulfillment of the Deliverables without liability, damage, cost or further obligation to VPCH.
- The Supplier shall indemnify and hold harmless VPCH, its directors, officers, employees, agents, tenants and the heirs and assigns of the aforementioned persons or bodies, from and against all liabilities, losses, costs, sums, damages, expenses, obligations, demands, suits, claims, actions and other proceedings (including legal, accounting and other professional fees and charges), whether direct, indirect or consequential suffered or incurred by any one or more of them by reason of: any inaccuracy in any information given by the Supplier to VPCH; any negligent acts or omissions of the Supplier or those for whom the Supplier is responsible, including employees, other agents and subcontractors; and/or default, breach or violation of the terms of the PO or WO by the Supplier or those for whom the Supplier is responsible, including employees, other agents and subcontractors. For greater clarity, the foregoing indemnity obligations are not limited to third party losses and specifically include the first party losses of VPCH.
- The Supplier acknowledges that in its fulfillment of the Deliverables, it may become privy to personal information that is subject to applicable privacy legislation, including the Personal Information Protection and Electronic Documents Act (“PIPEDA”). The Supplier represents and warrants that it shall comply with PIPEDA and any other privacy legislation regarding the collection, use, and disclosure of any personal information to which it becomes privy to in the course of engagement with VPCH.