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STANDARD TERMS AND CONDITIONS
1. Acceptance of Purchase Order. Acceptance of this Purchase Order
is limited to the terms and conditions on the face of this Purchase
Order and these Standard Terms and Conditions and Woodbridge hereby
objects to any additional or different terms contained on any of
Supplier's quotation, acknowledgement, invoice or other forms, or
in any other correspondence from Supplier. The terms of this Purchase
Order may be accepted by Supplier in writing or by shipping conforming
goods or otherwise, which shall constitute acceptance of this Purchase
Order as the entire agreement between the parties on the subject
hereof, superseding all prior communications and negotiations.
2. Changes In Purchase Order. Woodbridge reserves the right at any
time to change specifications, methods of shipment or packing, or
place or time of delivery. If any such change causes an increase
or decrease in the cost of or the time required for performance
of Supplier's obligations under this Purchase Order, an equitable
adjustment shall be made in the contract price or delivery schedule,
or both, or Woodbridge may at its option, cancel this Purchase Order
if agreement on an equitable adjustment cannot be reached. Any claim
by Supplier for adjustment under this Article shall be deemed waived
unless asserted in writing within twenty (20) days from receipt
by Supplier of the change order. Price increases or extensions of
time for delivery shall not be binding on Woodbridge unless evidenced
by a purchase order change notice issued by Woodbridge. No substitutions,
changes or modifications of the ordered item shall be made except
upon Woodbridge's written authority.
3. Delivery and Delay. Supplier shall deliver the goods (“Goods”)
in the quantities and within the time, which is of the essence,
in accordance with the specifications or approved samples, and at
the prices specified in this Purchase Order. Failure of Supplier
to comply with such requirements shall entitle Woodbridge, in addition
to any other rights or remedies afforded Woodbridge by law or contract,
to cancel this Purchase Order and be relieved of all liability for
any undelivered portion. If shipment is delayed for any cause, Supplier
must report the same to Woodbridge promptly. Failure of Woodbridge
to insist upon strict performance shall not constitute a waiver
of any of the provisions of this Purchase Order or waiver of any
default. Any failure by Woodbridge to exercise its remedies with
respect to any instalment shall not be deemed to constitute a waiver
with respect to subsequent instalments.
4. Notice Of Shipping, Packing and Risk of Loss. All Goods shall
be suitably packed, marked with Woodbridge's Purchase Order Number
and shipped in accordance with shipping instructions specified in
the Purchase Order and otherwise in accordance with the requirements
of common carriers so as to obtain the lowest transportation cost.
Supplier shall be liable to Woodbridge for any loss or damage resulting
from Supplier's failure to provide adequate protection during shipment.
Additional expenses, charges or claims incurred as a result of deviation
from the specified route, non-compliance with other shipping instructions,
or improper description of the shipment in shipping documents shall
be assumed by Supplier. Risk that the ordered Goods may be lost,
damaged or delayed in transit shall be upon Supplier until conforming
Goods have been actually received, inspected and accepted by Woodbridge.
5. Warranties and Remedies. Supplier warrants that Goods to be furnished
hereunder shall (a) be free and clear of all liens and encumbrances,
good and merchantable title being in Supplier; (b) be free from
any defects in design, material or workmanship (latent or otherwise)
and of good and merchantable quality; (c) conform to Woodbridge's
specifications and with representations previously made by Supplier
and be fit for the use intended by Woodbridge; and (d) comply and
have been produced, processed, packaged, labelled, delivered and
sold in conformity with all applicable laws, administrative regulations
and orders. The foregoing warranties shall survive inspection, delivery
and payment and shall run in favour of Woodbridge, its successors
and assigns and its customers, whether direct or indirect.
6. Indemnification by Supplier. Supplier shall indemnify Woodbridge,
its successors, assigns, and customers (whether direct or indirect)
against any and all losses, damages and expenses (including attorneys'
fees and other costs of defending any action) which they or any
of them, may sustain or incur as a result of any claim of negligence,
breach of warranty, personal injury or death, strict liability in
tort or based on any other theory of law in connection with the
Goods furnished by Supplier, including late delivery, or as a result
of any claim that the Goods furnished by Supplier fail to conform
to or comply with any laws, regulations or standards, or based upon
or arising out of any construction, installation, services or facilities
furnished by Supplier under or in connection with this Purchase
Order.
7. Insurance. Supplier shall procure and maintain product liability
insurance during the entire term of this Purchase Order. The insurance
shall be with limits and with a carrier or carriers reasonably satisfactory
to Woodbridge. Supplier shall furnish Woodbridge with certificates
of such insurance. The insurance shall provide that the policy shall
not be cancelled or reduced in coverage until ten (10) days after
written notice shall have been given to Woodbridge of cancellation
or reduction in coverage. All insurance shall name Woodbridge Foam
Corporation as an additional insured.
8. Woodbridge's Damages. Supplier shall be responsible for any and
all losses, liabilities, damages and expenses, including incidental
and consequential damages, and including but not limited to attorneys
fees and other costs of prosecuting an action for breach and all
costs incidental and consequential to any plant down time which
Woodbridge may sustain or incur as a result of any breach of this
Purchase Order or any warranties or representations.
9. Prices. Woodbridge shall not be billed at prices higher than
those stated on this Purchase Order, and no additional charges of
any kind shall be imposed, unless authorized by a purchase order
change notice issued by Woodbridge. Supplier represents that the
price charged for the Goods covered in a Purchase Order is the lowest
price charged by Supplier to purchasers or a class similar to Woodbridge
under conditions similar to those specified in the Purchase Order
and that prices comply with applicable government regulations in
effect at time of quotation, sale or delivery. Supplier agrees that
any price reduction made in Goods covered by this Purchase Order
subsequent to the replacement of this Purchase Order will be applicable
to the Purchase Order.
10. Patents, Trademarks and Copyrights. Supplier warrants that the
sale or use of Goods furnished hereunder will not infringe or contribute
to infringement of any patent, copyright, trademark, trade secret
or other proprietary right or subject Woodbridge or its customers
(direct or indirect) to royalties in Canada, the United States or
elsewhere, and shall indemnify and save harmless Woodbridge, its
successors, assigns and customers (whether direct or indirect),
against any and all losses, damages and expenses (including attorneys'
fees and other costs of defending any infringement action) which
they, or any of them, may sustain or incur as the result of a breach
of its warranty.
11. Cancellation by Woodbridge. Woodbridge shall have the right
to cancel this Purchase Order without cause, and Woodbridge's liability
for cancellation of this Purchase Order without cause shall be limited
to Supplier's actual cost for work and materials applicable solely
to this Purchase Order which shall have been authorized by Woodbridge
and actually expended when notice of cancellation shall be received
by Supplier. Woodbridge may at its option, cancel this Purchase
Order without liability to Supplier (except for conforming shipments
previously accepted by Woodbridge) in the event Supplier shall cease
to exist or become insolvent or the subject of bankruptcy or insolvency
proceedings or shall commit a material breach in the performance
of any part of its obligations under this Purchase Order.
12. Force Majeure. Woodbridge shall not be liable for any damage
as a result of any delay or failure to accept delivery due to any
act of God, act of Supplier, embargo or other governmental act,
regulation or request, fire, accident, strike, slowdown or other
labour difficulties, war, riot, delay in transportation, defaults
of common carriers, inability to obtain necessary labour, materials,
or manufacturing facilities or, without limiting the foregoing,
any other delays beyond Woodbridge's control which shall affect
Woodbridge's ability to receive and use the Goods or services. In
the event of such delay, the date of delivery shall be extended
for a period equal to the time lost because of the delay. Supplier's
exclusive remedy for other delays and for Woodbridge's inability
to accept delivery for any reason shall be rescission of this Purchase
Order.
13. Governing Provision. This Agreement shall be governed and construed
in accordance with the internal laws of the Province of Ontario
(Canada). The rights and obligations of the parties shall not be
governed by the provisions of the U.N. Convention on Contracts for
the International Sale of Goods or any other conventions relating
to laws on the uniform sale of goods.
