PURCHASING TERMS AND CONDITIONS This purchase order incorporates and includes all documents, drawings, and specifications now existing and relating to the purchase of the Goods and the Services referred to herein; and shall, when accepted by the Seller, constitute the entire contract (the “Contract”) between the Seller and the Buyer for supply of the goods (the “Goods”) or performance of the services (the “Services) as described in the Contract, or both, as may be required under the Contract, at and for the price stipulated therein.
General 1. The Seller’s acceptance of this purchase order, or the shipment of any Goods or supply of any Services hereunder, shall constitute the Seller’s acceptance of this purchase order and the Contract, and no additional terms or conditions proposed by the Seller shall be binding upon the Buyer or form a part of the Contract. Any deletions, modifications, alterations of, or additions to the terms and conditions of the Contract shall be in writing and authorized by the Buyer in the Contract and shall be attached to the purchase order. 2. The Seller shall not assign or subcontract the provision of the Goods or Services under this Contract without the prior written consent of the Buyer.
Invoicing and Payment 3. Unless otherwise specified, the price on this Contract represents the complete cost to the Buyer as at the point of delivery specified herein and includes every license fee, patent royalty, government and municipal tax, levy and charge of every description and charges for crating, boxing and cartage. If the Contract is not for a fixed price, then the Seller shall submit in writing all details of any proposed price to the Buyer at least thirty (30) days prior to the proposed effective date of the price. All proposed price changes are subject to negotiation, and, if not approved by the Buyer, then this purchase order may be cancelled, at the Buyer’s sole discretion, and without liability by the Seller for such cancellation. 4. Time shall be of the essence under this Contract and the Seller shall deliver the Goods and perform the Services by the date(s) specified in the Contract. 5. Unless otherwise stated, all funds are payable in Canadian dollars. 6. The Seller agrees to supply all the Goods and to perform all the Services in strict compliance with the Contract. No substitutions or exchanges will be made or accepted without authority or approval of the Buyer. 7. If the Buyer determines that the Goods or the Services fail to comply with the Contract, the Buyer may, without prejudice to any other remedy it may have: a. terminate the Contract and return the Goods to the Seller, at the Seller’s expense; and b. recover from the Seller all monies paid under the Contract for the Goods together with an amount equal to the difference between the price stated in the Contract for the Goods and the cost of acquiring the Goods from another supplier. 8. The Buyer will pay the Seller when all of the following conditions have been satisfied: a. the Goods or Services have been supplied; b. the Buyer accepts the Goods or Services supplied; and c. the Buyer receives the Seller’s invoice setting out the purchase order number and an itemized