Purchase Order Terms & Conditions

Last updated: December 1, 2023

General

The purchase order from Bartle & Gibson Co. Ltd. (“Buyer”) to the seller (“Seller”) listed on the purchase order is an offer and acceptance limited to what is stated on the purchase order. Buyer is not responsible for goods or services delivered that are not clearly stated. These terms and conditions (“Terms”) apply to any purchase order issued by the Buyer, and acceptance of the purchase order by the Seller is deemed acceptance of these Terms. Seller has two (2) business days from issuance of the purchase order to dispute these Terms in writing. These Terms will prevail over any other acknowledgment from Seller. No waiver, alteration, or modification of the Terms will be binding unless made in writing and signed by a duly authorized representative of the Buyer.

Acceptance

The purchase order may be accepted by delivery of the goods by the specified date or within a standard time frame of two weeks. Acceptance does not waive the Buyer's rights to cancel or return any goods or services that do not meet the conditions of the purchase order. It also does not constitute agreement on future shipments from Seller. All purchases are subject to inspection and rejection by the Buyer, with rejected goods returned at Seller’s expense. Goods returned as defective will result in an immediate credit/cheque to cover the item's cost. Buyer reserves the right to make written changes to the purchase order regarding quantity, shipment method, delivery, or specifications. Changes affecting costs or delivery times may result in price or schedule adjustments, documented in writing upon agreement between Buyer and Seller.

Laws

Seller warrants that goods and services conform to applicable laws and safety regulations in the province where they are provided.

Forced/Child Labour

Seller warrants that goods and services comply with Bill S-211, An Act to enact the Fighting Against Forced Labour and Child Labour in Supply Chains Act. Seller agrees to notify Buyer immediately of any contravention, resulting in immediate termination of the purchase order.

Title

Goods or services delivered will be free from any security interests, claims, or liens.

Liabilities

Seller agrees to defend and indemnify Buyer from all losses, liabilities, and expenses related to defective goods, damages, or negligence in service provision to Buyer or affiliated entities.

Price

Seller will confirm pricing specified on the purchase order within 48 hours. If accepted and delivered without price corrections, the order price will be considered correct and paid accordingly. The payment will be the lower of the invoice or purchase order amount.

Delivery

Unless stated otherwise, all deliveries are FOB destination. Goods or services must be received by the specified delivery date.

Quantities

Any changes to quantities must be agreed upon in writing by the Buyer. Excess quantities may be rejected and returned at Seller’s expense.

Invoices

Seller agrees to issue a separate invoice for each shipment, including the purchase order number, part numbers, descriptions, and quantities. Undisputed amounts will be paid within the negotiated payment terms. Delays, damages, incorrect quantities, or invoices justify the Buyer withholding payment without losing negotiated discounts or rebates.

Warranties

Seller warrants that delivered goods or services:

1. Are approved for sale in Canada
2. Meet all applicable safety standards and have appropriate markings from CSA, UL, or other approved agencies
3. Are free from defects in material and workmanship
4. Meet all specifications, designs, and notes on the purchase order

Recovery

If Seller fails to deliver as agreed or Buyer rightfully rejects the goods or services, Buyer may pursue remedies including:

1. Cancellation of the purchase order, in whole or in part
2. Withholding payment for goods or services
3. Recovering costs to procure alternatives or other necessary remedies

Limitation of Liability

Buyer's liability to Seller shall not exceed the amount agreed to on the purchase order.

Third Party

Seller will not assign the purchase order or delegate duties to a third party without prior written consent from Buyer.

Insurance

Seller agrees to maintain $2,000,000 CDN in Commercial General Liability Insurance and list Buyer as an additional insured. Seller will provide thirty days' notice of policy cancellation. If the insurer refuses to pay a claim, Seller remains liable.

Proprietary Information

All communications regarding the purchase order are confidential. Seller agrees that all information remains Buyer’s property, to be returned upon written demand.

Force Majeure

Buyer is not liable for inability to take ownership of goods or services due to circumstances beyond reasonable control, such as fire, flood, accidents, or labor disputes.

Survival

All rights, duties, and obligations concerning the purchase order shall survive its expiration or termination.

Entire Agreement

This purchase order represents the entire agreement between Buyer and Seller and supersedes all prior agreements. It may only be amended by mutual written agreement. In case of disputes, this document will represent the agreed terms unless specifically amended in writing afterward.

Governing Law

The purchase order will be governed by the laws of the Province of Alberta and the federal laws of Canada.