Business Development and Ancillary Services

The Business Development & Retail Division is responsible for the following areas:

Purchasing Services - Terms & Conditions

1. Acceptance or Acknowledgement
This purchase order, including these terms and conditions, and any accepted tender and schedules issued or accepted by the College becomes a contract when the College receives a written acceptance hereof, or upon the Seller making shipment of the Goods, or part thereof, ordered hereunder (the "Contract"). The term "Goods" includes, but is not limited to, materials, components, services, plant and facilities. The Seller, by acceptance or by shipment as aforesaid, shall be deemed to understand and agree that the terms and conditions herein are binding. Any tender accepted by the College shall be deemed to be and form part of the Contract, which shall constitute the entire agreement between the parties, and no other terms and conditions, whether oral or written, or whether precedent or subsequent in time, shall have any force or effect unless agreed to in writing by both the Seller and College. The failure of either party to enforce its rights hereunder shall not constitute a waiver of such rights or any other rights under the Contract.

2. Processing of Order
The Seller understands and agrees that: (a) this order must not be filled at higher prices than tendered or if not tendered than last quoted or charged by the Seller to the College; and (b) no charge will be allowed for boxing, packing or crating, carting or loading, unless expressly agreed to on the purchase order.

3. Invoices
The Seller will mail duplicate copies of invoices to the College's Accounting Services department, indicating on invoices cash discount terms for prompt payment. The Seller agrees that it will render a separate invoice for each order or shipment, that it will show the Purchase Order Number on all invoices, packages, bills of lading, etc., and all communications in reference thereto. Harmonized Sales Tax (HST) is applicable to the majority of purchases, including imports. HST Registration Numbers must be clearly marked on mailing labels and/or shipping documentation. Payment terms: Net 30 days. Neither the making of payment nor use of the Goods shall constitute acceptance of Goods that are not in compliance with the Contract.

4. Discount Terms
If a discount is allowed for payment within a certain time, the time for taking the discount will not begin to run until the date of the receipt of the invoice, or the date of the delivery of the Goods, whichever is later. However, if an invoice is returned for correction, the time for taking the discount will not begin to run until the date of the receipt of the corrected invoice.

5. Inspection
Except as otherwise agreed in writing, all shipments shall be subject to final inspection by the College after receipt by the College at destination. Delivery to the College is not considered to be an acceptance unless inspected and approved by the College, subject to further rejection for:

  1. defective workmanship or Goods rejected by the College within one year of the date of receipt at destination; or
  2. latent defects, fraud, and mistakes.

6. Rejection
If any of the Goods are found to be defective in material, workmanship, quality, quantity, or are otherwise not in strict conformity with the specifications or requirements of the tender, this order, or the Contract, the College, in addition to any rights to which it may have under warranties or otherwise, shall have the right to reject and return such Goods for full credit, all charges collect, including incoming charges.

7. Delay
In the event of delay in delivery of Goods or the performance of services, the College may, in addition to any other rights it may have, terminate the Contract and hold the Seller responsible for any damages.

8. Overshipment
All overshipments made are the Seller's responsibility. The College reserves the right to reject and return, at the Seller's expense, any Goods in excess of the quantity ordered.

9. Reliance; Indemnity
The College relies upon the skill and judgement of the Seller, and the Seller covenants and agrees that, having acquired full knowledge of the use, function, purpose and application of the Goods to be supplied hereunder, it shall include in its price for, and forthwith advise the College of, any alterations which may be necessary to ensure that the Goods are fit for the said use, function, purpose and application contemplated; and the Seller further covenants and agrees to indemnify and save harmless the College from any and all claims, loss or damages (including special and consequential damage, and damages for loss of use) arising directly or indirectly from any breach of the terms of the Contract following thereupon, and from any claims, loss or damage of whatsoever nature and kind for injury to persons and the destruction of or damage to property arising directly or indirectly from the construction, installation and supply of Goods and services to be furnished hereunder or from anything undertaken or done in fulfilling the provisions of the Contract following thereupon.

10. Publicity
The Seller shall not, except with the consent of the College in writing, release information relating to this order for advertising, promotional, or technical purposes or otherwise give it publicity in any fashion, nor shall the name of the College be used for, or in connection with, any advertising or promotional purpose of the Seller.

11. Intellectual Property
The Seller agrees to indemnify and save harmless the College from any claim or action arising from the alleged infringement of any patent or trademark or infringement of copyright as a result of the use or sale of the Goods or services.

12. Extras
No charges for extras will be allowed unless they have been ordered in writing by the College and the price agreed upon.

13. Governing Law; Jurisdiction; Language
The College and the Seller agree that the Contract shall be governed by and construed according to the laws of the Province of Ontario, where the College's office issuing the order is located. The Seller agrees and attorns to the non-exclusive jurisdiction of the courts of the Province of Ontario, including all executions and processes issued therefrom. The parties expressly exclude the application of the United Nations Convention on Contracts for the International Sale of Goods. The parties have expressly required that the Contract and all documents and notices relating hereto be drafted in English. Les parties aux présentes on expressément exige que la présente convention et tous les documents et avis qui y sont afférents soient rédigés en anglais.

14. Hazardous Goods
Goods must be transported by the Seller or the Seller's agent in accordance with all relevant federal and provincial legislation covering the handling and transportation of all hazardous and dangerous goods.

15. Occupational Health and Safety
If the Seller or its subcontractors are required to enter upon the College's premises, the Seller agrees to comply with the College's health and safety program and all requirements of the Occupational Health and Safety Act (Ontario) and the regulations thereunder, as amended from time to time.

16. W.H.M.I.S.
Material Safety Data Sheets or information sheets as regulated under W.H.M.I.S. with respect to Goods must be made available by the Seller to the College.

17. CSA Approval
All electrical equipment must be C.S.A. approved, or bear an Electrical Safety Authority special inspection label, before being accepted. Equipment received without such approval may, at the discretion of the College, be returned "transportation cost-collect" for full credit, or submitted to the Electrical Safety Authority for approval at the expense of the Seller.

18. Expenses for Consultants and Contractors
In no circumstances can hospitality, incidental or food expenses be considered allowable expenses for consultants and contractors. Consultants or contractors, including the Seller, cannot claim or be reimbursed for such expenses, including, but not limited to; meals, snacks and beverages, gratuities, laundry or dry cleaning, valet services, dependent care, home management, or personal telephone calls.

19. Compliance; AODA
The Seller shall comply with all relevant federal and provincial statutes and regulations and municipal by-laws, including the Freedom of Information and Protection of Privacy Act (Ontario). Without limiting the generality of the foregoing, under the Accessibility for Ontarians with Disabilities Act (Ontario), every person who deals with members of the public on behalf of the College, or who participates in the development of policies, practices or procedures, must receive training with respect to the provision of service to persons with disabilities.

20. Warranty

  1. Goods The Seller warrants that it has good title, free and clear of all liens and encumbrances, to all goods ordered hereunder, and that all goods ordered hereunder will be free from any defects in material or workmanship and will be in accordance with any applicable specifications stated herein and/or in any bidding or tender documents. The Seller will, at the College's option, repair or replace any Goods ordered hereunder which are found to be defective, or fail to conform to said specifications, or refund to the College the invoice price, including any transportation charges, paid by the College for such Goods for a period equal to the greater of twelve (12) months from the date of delivery and acceptance by the College, or such longer period as may be specified elsewhere in the Contract.
  2. Services The Seller warrants that all services provided hereunder will be in accordance with any applicable specifications stated herein and/or in any bidding or tender documents. The Seller will, at the College's option, provide, within six (6) months, or such longer period as may be specified elsewhere in the Contract, replacement services for any services provided hereunder which are found to be defective or which fail to conform to said specifications, or refund to the College the invoice price paid by the College for such services.
  3. Not Exclusive This warranty, and the College's rights and remedies hereunder, are in addition to, and not to the exclusion of, any other representations, warranties, terms or conditions and rights and remedies to which the College may be entitled in law, whether express or implied, statutory or otherwise, and shall survive termination of the Contract.

21. Inspection
The College reserves the right, at its option, to inspect any Goods ordered hereunder prior to shipment. The College reserves the right, at its option, to inspect the provision of any services in progress which are ordered hereunder, wherever those services are being performed. No inspection, whether prior to or following delivery of Goods or performance of services, shall constitute acceptance of such Goods or services.

22. Audit
The Seller will maintain books, records and accounts relating to Goods or services provided by the Seller to the College under the Contract for a period of not less than three (3) years from the date the Goods were received by the College or the services completed, as the case may be. The Seller shall permit the College's employees or representatives to audit the Seller's books, records and accounts at such location as the College reasonably requests (and shall cause the Seller's subcontractors and suppliers to do to the same) at a mutually convenient time, for the purpose of determining whether the Seller has complied with the terms of the Contract, including, without limitation, with respect to pricing and quantities. The Seller shall cooperate fully with any such audit and shall cause its employees, agents, subcontractors and suppliers to do the same.

23. Insurance
If the Seller is to enter upon the College's premises in connection with Goods or services provided hereunder, the Seller will: (a) be, and ensure its subcontractors and suppliers are, at all times registered with the Workplace Safety and Insurance Board, and that they maintain the workers' compensation accounts in good standing; and (b) maintain commercial general liability insurance subject to limits of not less than $5 million for each occurrence of bodily injury, death, and damage to property, including loss of use thereof, and shall, on request of the College, supply the College with evidence of such insurance coverage.

24. Assignment
The Seller shall not assign or delegate its rights or obligations under the Contract without the College's prior written consent. The College may assign its rights and obligations under this purchase order without the Seller's consent.

25. Title and Risk of Loss
All right, title and ownership in and to Goods, and any documents or information exchanged by the Seller and the College shall transfer to the College immediately on delivery and acceptance of the Goods by the College, free and clear of all liens, claims and encumbrances, and the Seller shall bear all risk of loss or damage to the Goods until the Goods have been delivered to and accepted by the College.

26. Termination
Provision by the Seller of Goods and/or services ordered hereunder may be terminated by the College at its option, in whole or in part, at any time before delivery of all of the Goods or provision of all of the services ordered hereunder, by delivery of a written notice of termination to the Seller.

For more information, contact:

Troy Heath
Chief Business Development and Ancillary Services Officer
Telephone: 905-575-2082
Fax: 905-575-2202
troy.heath [at] mohawkcollege.ca (Email Troy)