ARCHIVED – Superseded – General Terms and Conditions—Purchase Order
General Terms and Conditions
- This order, including these general terms and conditions, forms the entire contract between the Government of Canada and the contractor and no variation thereof, irrespective of the wording or terms of the contractor's acceptance, will be effective unless specifically agreed to in writing by the Government of Canada. No local, general or trade customs shall be deemed to vary the terms thereof. Where the context requires, the word "goods" is to be read as including services.
- Goods will be received by the Government of Canada subject to final inspection and acceptance by the consignee specified in this order or if not so specified, by any person authorized by the Government of Canada. Goods found to be defective or not in compliance with the specifications may be returned to the contractor at the contractor's expense.
- In supplement of and not by way of substitution for the terms of the specifications or any warranty stipulated or implied by law and notwithstanding prior acceptance by the Government of Canada, the contractor shall at any time within its standard warranty period, at its own expense replace any goods which are or become defective as a result of faulty or inefficient manufacture, materials or workmanship. The contractor shall state its standard warranty period and related terms and conditions at time of delivery.
- The contractor warrants that it has the right to use and sell any patented devices or parts used in the goods purchased and agrees to indemnify the Government of Canada against any claims for royalties, license fees or other claims or demands by reason of the use or sale thereof, whether or not any such devices or parts are specified by the Government of Canada or used by the contractor in the goods purchased without such specifications.
- The goods shall be at the risk of the contractor who shall bear all loss or damage, from whatsoever cause arising, which may occur to the goods, or any part thereof, until delivered to the Government of Canada. The Government of Canada reserves the right to change the place of delivery at any time prior to actual shipment provided that the contractor shall be entitled to be reimbursed for any actual increased cost, or shall reduce the prices to the extent of any decreased cost, arising out of such change.
- Goods must be new and unused unless specified otherwise herein and delivered strictly in accordance with the quantities, specifications and terms and conditions of this order. Time shall be of the essence of this order.
- The prices are F.O.B. destination and include all charges for packing, loading, unloading and transportation unless otherwise specified herein. Should the contractor prepay transportation charges which are payable by the Government of Canada under the terms of this contact these charges are to be shown as a separate item on the invoice.
- If carload shipment, shipping notices must be sent immediately to the Government of Canada showing car number, initial and routing. Car service will be deducted for all cars that reach the Government of Canada without shipping notice.
- The Government of Canada reserves the right to cancel or purchase elsewhere, any portion of this order that is not delivered by the date required for this order.
- Unless otherwise specified in this order, payment will only be made in Canadian funds within 30 days following presentation of invoices or progress claim forms PWGSC 1111, or within 30 days or delivery of the goods, whichever is later, payment will only be calculated from the date when both the goods and acceptable invoices or progress claims forms are received by the Government of Canada. The Government of Canada hereby undertakes to pay interest on overdue accounts, calculated in accordance with Supply Policy Manual Directive 5150, Section 3, Part 6, clause TC 441.
- The prices shown on this order are final and unless otherwise specified herein include all applicable federal sales taxes and duties (provincial and municipal taxes exempt).
- No Member of the House of Commons of Canada shall be admitted to any share or part of this contract or any benefits to arise there from.
- This agreement shall ensure to the benefit of, and shall be binding upon the successors and assigns of the Government of Canada and the contractor respectively provided that the contractor shall not assign this agreement or any part of the development without the prior written consent of the Government of Canada, and any assignment made without such consent shall be of no effect.
- All specifications, drawings, samples, patterns and dies furnished to the contractor by the Government of Canada for use in respect of the order shall be deemed to be owned by the Government of Canada and shall be returned to the Government of Canada at the expense of the contractor when requested;
- The Contractor agrees to comply with the Code of Conduct for Procurement and to be bound by its terms. In addition to complying with the Code of Conduct for Procurement, the Contractor must also comply with the terms set out in this section.
- The Contractor further understands that, to ensure fairness, openness and transparency in the procurement process, the commission of certain acts or offences may result in a termination for default under the Contract. If the Contractor made a false declaration in its bid, makes a false declaration under the Contract, fails to diligently maintain up to date the information herein requested, or if the Contractor or any of the Contractor's parent companies, subsidiaries and affiliates fail to remain free and clear of any acts or convictions specified herein during the period of the Contract, such false declaration or failure to comply may result in a termination for default under the Contract. Canada may verify the information provided by the Contractor, including the information relating to the acts or convictions specified herein, through independent research, use of any government resources or by contacting third parties. The Contractor understands that a termination for default will not restrict Canada’s right to exercise any other remedies that may be available against the Contractor and agrees to immediately return any advance payments.
- For the purpose of this section, business concerns, organizations and individuals are Contractor’s affiliates if:
- directly or indirectly either one controls or has the power to control the other, or
- a third party has the power to control both.
- The Contractor certifies being aware, and that its parent companies, subsidiaries and affiliates are aware, that Canada may verify the information provided by the Contractor, including the information relating to the acts or convictions specified herein through independent research, use of any government resources or by contacting third parties.
- The Contractor certifies that neither the Contractor nor any of the Contractor's parent companies, subsidiaries or affiliates have directly or indirectly, paid or agreed to pay, and will not, directly or indirectly, pay a contingency fee to any individual for the solicitation, negotiation or obtaining of the Contract if the payment of the fee would require the individual to file a return under section 5 of the Lobbying Act.
- The Contractor certifies that except for those offences where a criminal pardon or a record suspension has been obtained, capacities restored by the Governor in Council, or leniency granted as further described in subsection 6 herein, neither the Contractor nor any of the Contractor's parent companies, subsidiaries or affiliates has ever been convicted of an offence under any of the following provisions:
- section 45 (Conspiracies, agreements or arrangements between competitors), section 46 (Foreign directives), section 47 (Bid rigging), section 49 (Agreements or arrangements of federal financial institutions), section 52 (False or misleading representation), section 53 (Deceptive notice of winning a prize) under the Competition Act, or
- section 121 (Frauds on the government and Contractor subscribing to election fund), section 124 (Selling or Purchasing Office), section 380 (Fraud) for fraud committed against Her Majesty or section 418 (Selling defective stores to Her Majesty), section 462.31 (Laundering proceeds of crime) or sections 467.11 to 467.13 (Participation in activities of criminal organization) of the Criminal Code of Canada, or
- paragraph 80(1)(d) (False entry, certificate or return), subsection 80(2) (Fraud against Her Majesty) or section 154.01 (Fraud against Her Majesty) of the Financial Administration Act, or
- section 239 (False or deceptive statements) of the Income Tax Act, or
- section 327 (False or deceptive statements) of the Excise Tax Act, or
- section 3 (Bribing a foreign public official) of the Corruption of Foreign Public Officials Act, or
- section 5 (Trafficking in substance), section 6 (Importing and exporting,) or section 7 (Production of substance) of the Controlled Drugs and Substance Act.
- In circumstances where a criminal pardon or a record suspension has been obtained, capacities restored by the Governor in Council, or leniency granted pursuant to a formal program (similar to the Competition Bureau’s Leniency Program) for offences other than sections 121, 124, 380 for fraud committed against Her Majesty and 418 of the Criminal Code of Canada or offences under the Financial Administration Act, the Contractor must provide a certified copy of confirming documentation from an official source.
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