TVO Purchase Orders Standard Terms and Conditions
These Standard Terms and Conditions are incorporated into and form part of the Purchase Order ("PO").
The PO is comprised of these Standard Terms and Conditions together with any change orders, addenda, revisions, amendments and supplementary agreements issued by The Ontario Educational Communications Authority ("TVO") from time to time pertaining thereto. Vendor shall supply the equipment, material, goods or services ("Goods" or "Services") identified in the PO pursuant to the terms and conditions contained herein and in the PO. This document may be revised from time to time without notice.
- All goods are subject to inspection and approval before acceptance by TVO. TVO will not be responsible for any goods delivered or services rendered without a PO.
- The vendor shall supply and pay for all labour, materials, supplies, equipment, facilities, approvals and licenses necessary or advisable to perform its obligations under this PO.
- The Vendor shall provide labour to repair any defects of the service and work provided by the Vendor which may arise, or become apparent (other than from abuse), at no cost to TVO, from the date of completion of services. In addition, the Vendor shall agree to provide, at no cost to TVO, replacement material and services which are provided by the Vendor under this Agreement, for a period of one (1) year from the completion of the service. Remedial work required shall be carried out promptly with a response time of no longer than forty-eight (48) hours from notification or at such times as TVO deems convenient to its operational schedule.
- Unless otherwise specified in the PO, the stated purchase price shall include all duties, levies, freight charges, packing charges, insurance charges, installation charges and any other charges whatsoever in connection with the goods and/or services. The Vendor shall provide all properly completed customs invoices, declarations and evidence of export/import.
- Freight charges shall be prepaid on goods sold Free on Board (FOB) destination.
- Goods shipped Cash on Delivery (COD) will not be accepted, unless otherwise agreed to in writing by both parties.
- Vendor shall deliver invoices to the attention of TVO's Accounting Department. All invoices must be in Canadian funds and show the amount paid to date and all balances due. All payments will be made in Canadian Funds.
- Where Harmonized Sales Tax or similar sales tax ("HST") applies, the Vendor shall indicate the following in all invoices or notices of payment: the Vendor's HST number; and a breakout of the HST amount to be paid by the Authority. The Authority will not remit any HST amounts payable on the Vendor's behalf and is not liable for any HST due but not identified by the Vendor.
- The vendor agrees to indemnify and save harmless TVO from all loss, damage, liability, claims, expenses, reasonable costs, including legal fees and disbursements, which TVO may suffer, or incur as a result of any claim, action or proceeding relating to the goods or services covered by this order, or their use.
- The vendor warrants that the goods and/or services supplied on a PO have been produced and/or performed, and are supplied in compliance with all applicable laws, regulations, drawings, specifications and in accordance with any representations made to TVO by the vendor. These warranties are continuous and extend to new or additional Goods and Services that may be supplied.
- The Vendor warrants that neither the goods nor services, nor TVO's use, maintenance or repair of such goods or services, will infringe on any existing or pending patent, copyright, industrial design or other intellectual property right.
- In addition to any other express or implied warranties, the Vendor warrants that: (a) all goods and/or services supplied will be in accordance with all applicable specifications, drawings, descriptions and other requirements of the PO; (b) all goods supplied will be new; (c) all goods will be of good industry standard material and workmanship, will be fit and suited for the purpose or use contemplated by the PO, and will be of merchantable quality; (d) all services (including inputs and workmanship) will be in accordance with good contemporary standards for such services in the Vendor's industry; and (e) unless a longer period is specified elsewhere in the PO, all goods supplied will be free from defects in material, design and workmanship for a period of 18 months, from the date of TVO's receipt of such Goods.
- Time is of the essence of this PO.
- By mutual agreement, the terms of this PO will be carried out by the Vendor as an independent contractor at arm's length from TVO, and not in any other capacity or relationship including agency, partnership or employee-employer.
- TVO may cancel the supply of any goods and/or the performance of any services or any part thereof at any time without cause at its sole option by giving written notice to the Vendor. Upon such cancellation without cause, TVO will reimburse the Vendor for its actual direct costs incurred in respect of the PO prior to the effective date of notice of cancellation (less the reasonable recoverable value of any Goods or partially completed Goods, if applicable). Reimbursement for such actual direct costs will be the Vendor's exclusive remedy, and will constitute satisfaction of any and all liabilities of TVO, with respect to any cancellation of the PO.
- Any specifications, designs, patterns, samples or other similar items or other technical, commercial or financial information relating to TVO's business ("Information") which Vendor may obtain in connection with the PO will be deemed to be confidential. Vendor will not use the Information for its own purposes (other than for fulfilling its obligations under the PO), nor will Vendor disclose the Information to any third party except as specifically authorized by TVO in writing.
- TVO will have the right to make copies of or otherwise use in connection with the Goods and/or Services (including duplicating any components required for the maintenance or repair of any Goods) any drawing or other information provided by Vendor in the course of its performance under the PO.
- This PO shall be interpreted according to the laws of the Province of Ontario, whose courts shall have exclusive jurisdiction. Vendor irrevocably consents to the exclusive jurisdiction and venue of then courts of the Province of Ontario.