Purchase Order Standard Terms & Conditions

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Acceptance:  Seller has read and understands this Purchase Order constitutes an offer which becomes a contract on the terms and conditions contained herein when accepted by acknowledgement by Seller, upon commencement of work by Seller, or shipment of goods, whichever comes first.  Acceptance of this office is limited to acceptance of the terms and conditions herein.  Any proposal for additional or different terms or conditions (including as may be included in Seller’s acceptance hereunder), shall not operate as rejection of this offer (unless such additional or different terms and/or conditions alter or change the description, quality or price of the items covered by this Purchase Order) but this offer shall be deemed accepted without such additional or different terms and/or conditions.  No waiver by Buyer of a breach or default of any provision hereof shall constitute a waiver of any further or other breach or default.  The terms and conditions herein shall not be changed or modified except by an agreement in writing executed by Buyer.  This Purchase Order shall be governed and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein and the Seller hereby irrevocably atones to the jurisdiction of the courts of Province of Ontario.

Price & Terms of Payment:  The rates set out on the invoice must not differ from the rates on this purchase order.  Unless authorized in writing by a purchase order change order, no extras will be allowed over the price shown on this purchase order.  No extras will be allowed for packing, reels, boxes, crating or cartage unless so specified on this purchase order.  Any discrepancy in pricing and/or miscellaneous charges must be communicated in writing, to Procurement department prior to shipment.  Terms of payments are as specified in the purchase order.  The time period allowed for payment, as specified herein, shall commence upon receipt of vendor’s invoice or upon receipt of goods, whichever is later.

Shipment and Inspection:  All products must be delivered to Purchaser as directed in the Purchase Order.  Seller agrees to properly pack, mark and ship the goods in accordance with the requirements of Buyer.  Packing slips must accompany all shipments.  GBH shall have the right to inspect and reject any or all of the goods upon within 24 hours of receipt, which shall be exercisable notwithstanding GBH’s having paid for the goods.  Written approval from Purchaser to bypass the designed receiving point must be received prior to delivery.  Freight or express charges must be prepaid by Seller when price is F.O.B. destination.  Purchaser shall have the right to inspect, test and reject any of the products upon Purchaser’s receipt or within a reasonable time of receipt. Products not in accordance with specifications or defective product may be rejected and held awaiting disposal or retuned to Seller for full credit and/or replacement at Seller’s risk and expense.  Purchaser, by reason of its failure to inspect or test the products, shall not be deemed to have accepted defective products or products which do not conform to specifications, or to have waived any of Purchaser’s rights or remedies arising by virtue of such defect or non-conformance.  When Purchaser’s inspection is specified before shipment, Seller will promptly notify Purchaser when material is ready for inspection, and in no case will Seller ship the material without obtaining Purchaser’s approval or release.  Where Seller fails to deliver the products on or before the delivery date set out, Purchaser may, at its sole option and without liability or prejudice to its other rights cancel the Purchase Order and return, at Seller’s risk and expense, part or all of any shipment of material received after the delivery date.  If the Purchase Order is cancelled, Purchaser may charge Seller with any loss or expense sustained as result of the late delivery or failure to deliver and any sums paid by Purchaser to Seller shall be immediately returned to Purchaser.

Delivery of Goods and Services:  This purchase order number must appear on all packing slips, invoices, packages, shipping cases, bills of lading, express receipts, acknowledgments and correspondence.  Delivery of goods without purchase order number being referenced on the packing/delivery slips will be deemed invalid and delivery will not be accepted.  All invoices must be sent directly to the attention of: Great Blue Heron Charity Casino, Accounts Payable Department.

Risk of Loss:  Notwithstanding any provision to the contrary, title to and risk of loss of products covered by this purchase order shall remain with Seller until the products are delivered at the F.O.B. point specified in the purchase order or, if no such point is specified, when the products are delivered to purchaser as directed herein.

Representations and Warranties:  The vendor represents and warrants to GBH as follow and acknowledges that GBH is relying upon these representations and warranties which shall survive all inspections and acceptance in connection with the services or goods contemplated by this purchase order; (a) all goods covered b this purchase order comply with applicable  federal, provincial and municipal laws, regulations, by-laws, orders, directions and policies including those affecting the production, processing, packaging. labeling, contents, adulteration or shipment of food products in Canada and the United States of America from time to time.  Without restricting  the generality of the foregoing, such goods are not adulterated or misbranded within the meaning of applicable law, including the Food and Drug Act (Canada), not an article with may not be introduced in inter-provincial or international trade; (b) the goods or services covered by this purchase order shall be free from defects in material and workmanship, shall be merchantable, shall conform to all applicable plans, specification, requirements and samples and shall be suitable for the use intended.  The vendor shall provide normal warranty unless otherwise set out on the face of the purchase order, (c) the goods furnished or services provided under this purchase order do not infringe any patent, trademark, trade name, copyright or other intellectual property rights; and (d) the goods furnished or services provided under this purchase order are free and clear of all mortgages, liens, charges, pledges, security interests, encumbrances or other claims whatsoever.  

Indemnification and Remedies:  Notwithstanding any breach, whether fundamental or otherwise, Seller assumes the entire responsibility and liability for and agrees to indemnify, defend  and hold harmless Purchaser, the Great Blue Heron Gaming Company (“GBH”), their associated and affiliated companies, together with their respective officers, directors, agents, employees, customers and users of the products or services purchased hereunder from and against any and all losses, expenses (including, without limitation, legal and professional fees), costs, damages (including direct, indirect, consequential and incidental damages), demands, liabilities, suits and claims (including those in connection with or arising out of any actual or alleged personal injury, including death) or damage or destruction to property (including loss of use) by whomsoever suffered, sustained , or alleged to have been sustained by reason of; (a) any act, error or omission, whither negligent or not, of Seller and its agents, employees, suppliers, subcontractors and consultant; (b) any defect, whether latent or apparent, in any product of Seller sold to Purchaser hereunder; (c) any warranty, term, condition or obligation of Seller in the Purchase Order; (d) any injury, loss or damage of any nature or kind sustained by Seller's employees arising from the use of any material covered by the Purchase Order for alleged infringement of patent or invention rights arising from the sale or use of said material.  The parties agree that any legal fees payable pursuant to this indemnification shall be calculated on a substantial indemnity basis.  The remedies provided to Purchasers herein are cumulative and in addition to other rights or remedies provided by law or in equity.

Withholding Tax:  Should the Buyer be required by a provision of the Income Tax Act (Canada) to withhold tax from any amount paid or credited to Seller.  Buyer shall withhold the tax as required by law unless and until a waiver of the withholding requirement is obtained by Seller from Revenue Canada in a form satisfactory to Buyer.  Seller shall have no right to recover any tax withheld from Buyer.

Confidentiality and Privacy:  The vendor, on behalf of itself and its employees, agrees that any confidential information or confidential processes received from GBH shall be the property of GBH and shall be preserved in confidence by the vendor and shall not be disclosed by the vendor to third party persons except where such disclosure is necessary for the proper performance of this purchase order.  This purchase order is accepted with the understanding that the material covered by this purchase order is confidential information.  Seller warrants that it conducts its business in accordance with laws, regulations and industry guidelines relating to privacy, including (where applicable) the Personal Information Protection and Electronic Documents Act, S.C. 2000, c.5, as amended, to ensure the proper collection, use and disclosure of personal information and agrees not to use or disclose personal information collected from or provided by Purchaser in connection with this Purchase Order for any reason, except with Purchaser’s prior written consent, or as required by law.

Workers’ Compensation:  When work is performed hereunder on GBH’s premises by the vendor’s employees, the vendor acknowledges and agrees that it is the employer of such employees for the purpose of the Workplace Safety and Insurance Act (Ontario), as amended, and for all other purposes and the vendor agrees that it shall comply with the provisions of the Workplace Safety and Insurance Act (Ontario, as the case may be, in relation thereto.  The vendor also covenants and agrees to maintain at the vendor’s expense such Public Liability, Property Damage, Employer’s Liability and Compensation insurance as will protect GBH from the aforesaid risks and claims under any applicable Workplace Safety and Insurance Act (Ontario) and Occupational Disease Acts.  The vendor agrees to submit certificates of insurance evidencing its insurance coverage when requested by GBH and the vendor further agrees to increase the limits of its coverage when in GBH’s opinion existing coverage is not adequate.

No Discrimination/Accessibility:  Vendor shall not engage in discriminatory treatment of any kind in connection with, or to any person or class of persons for any reason whatsoever including discriminatory treatment based on race, creed, religion, or sex.  In Addition, Vendor shall comply with accessibility standards applicable to Vendor pursuant to the Accessibility for Ontarians with Disabilities Act, 2005.

Termination Provisions:  Termination upon notice with cause.  Notwithstanding any other provisions of the purchase order, GBH may terminate this purchase order forthwith, without liability, and without limiting any of its other rights or remedies, upon written notice to vendor and/or it subcontractors, agents, or representatives if; (a) vendor is in breach of any of its obligations under this purchase order; (b) vendor is in breach of any of its representations or warranties; (c) an action or claim against the vendor may, in GBH’s reasonable opinion, harm the continued business operations of the vendor; (d) vendor is unable to pay its debts when due or is insolvent, is ordered or adjudged to be bankrupt, is placed in the hands or a receiver, enters into any scheme or composition with its creditors, is dissolved, liquidated or wound up, or makes any assignment for the benefit of its creditors; (e) Either party is unable to carry out its obligations under this purchase order by reason of a Force Majeure, meaning any bona fide delay or state of affairs beyond the control of a party (other than as a result of financial incapacity) which shall cause any party to be unable to fulfill or to be delayed or restricted in the fulfillment of any obligation;  (f) vendor fails to register (or obtain exemption) or is no longer validly registered (or exempt), or the goods supplied or to be provided, fall to become certified, or are no longer certified by the Alcohol and Gaming Commission of Ontario, as appropriate, under the Gaming Control Act, 1992 (the “Act”) or regulations thereto as amended, or is in violation of any of its obligations under the Act.

Use of Samples:  GBH reserves the right to use samples of goods provided under this purchase order for future quoting requirements for any third party.

Anti-Kickback:  The vendor (and any officer, partner or employee of the vendor) shall not accept benefits arising from the performance of the vendors’ obligations, which are offered by the third parties.

Anti-Bribery:  The vendor warrants that no bribe, gift or other inducement has been paid, given, promised or offered to any officer, agent or employee of GBH, for, or with a view to the obtaining of this contract by the vendor.  The vendor further warrants that no person or agency has been employed or retained to solicit or obtain this contract upon an agreement or understanding for a contingent fee.

Compliance with Law: The vendor shall take all reasonable precautions in the performance of the work to protect the safety and health of employees and of member of the public and shall comply with all applicable

Gaming Control Act, 1992:  Seller must obtain and maintain, at its sole expense, the applicable registration (or exemption) with the Alcohol and Gaming Commission of Ontario (“AGCO”) under the Gaming Control Act, 1992, S.O. 1992, c.24 and the Regulations thereto, as amended (collectively the “Act”).  Notwithstanding any other provision of this Purchase Order, Purchaser shall have no liability toward Seller, and no payments shall be made to Seller pursuant to this Purchase Order (or otherwise) unless it is validly registered in the appropriate category under the Act.  Seller will have no recourse of any kind against Purchaser, OLG, their subsidiaries, affiliate, successors or assigns, nor their respective directors, officers, employees and agents if nonpayment or nonperformance by Purchaser is due to the fact that Seller is not validly registered in the appropriate category under the Act.