General Terms and Conditions—Purchase Order

CIC-PO 2024-01-10 – Active

General Terms and Conditions

1. 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.
2. 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.
3. 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.
4. 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.
5. 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.
6. 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.
7. 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.
8. 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.
9. 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.
10. 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.
11. The prices shown on this order are final and unless otherwise specified herein include all applicable taxes and duties.
12. 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.
13. 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.
14. 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;
15. The Ineligibility and Suspension Policy (the “Policy”) and all related Directives incorporated by reference into the bid solicitation on its closing date are incorporated into, and form a binding part of the Contract. The Contractor must comply with the provisions of the Policy and Directives, which can be found on Public Works and Government Services Canada’s website at Ineligibility and Suspension Policy.
16. The Contractor agrees to comply with the Code of Conduct for Procurement and to be bound by its terms for the period of the Contract.
17. The Parties agree to make every reasonable effort, in good faith, to settle amicably all disputes or claims relating to the Contract, through negotiations between the Parties’ representatives authorized to settle. If the Parties do not reach a settlement within 25 working days after the dispute was initially raised to the other party in writing, either Party may contact the Office of the Procurement Ombudsman (OPO) to request dispute resolution/mediation services. OPO may be contacted by e-mail at boa.opo@boa-opo.gc.ca, by telephone at 1-866-734-5169, or by web at www.opo-boa.gc.ca. For more information on OPO’s services, please see the Procurement Ombudsman Regulations or visit the OPO website.
18. The Office of the Procurement Ombudsman (OPO) was established by the Government of Canada to provide an impartial, independent venue for Canadian bidders to raise complaints regarding the administration of certain federal contracts, regardless of dollar value. If you have concerns regarding the administration of a federal contract, you may contact OPO by e-mail at boa.opo@boa-opo.gc.ca, by telephone at 1-866-734-5169, or by web at www.opo-boa.gc.ca. For more information on OPO’s services, please see the Procurement Ombudsman Regulations or visit the OPO website.
19. Anti-Forced Labour Requirement
    1. The Contractor represents and warrants that the Work is not mined, manufactured or produced wholly or in part by forced labour. Regardless of who acts as an importer, the Contractor must not during the performance of the Contract, directly or indirectly, deliver Work to Canada or import Work into Canada the importation of which is prohibited pursuant to ss. 136(1) of the Customs Tariff Act and tariff item No. 9897.00.00 of the Customs Tariff – Schedule (as amended from time to time), because it is mined, manufactured or produced wholly or in part by forced labour.
    2. If a tariff classification determination is made under the Customs Act and that the importation of the Work, or any part of the Work, is prohibited, the Contractor must immediately inform the Contracting Authority in writing. Canada may terminate the Contract if the Work or any part of the Work is classified under tariff item no. 9897.00.00 of the Customs Tariff – Schedule as mined, manufactured or produced wholly or in part by forced labour. If the Contractor is aware that the Work, or any part of the Work, is being or has been investigated regarding whether it is prohibited from entry pursuant to tariff item No. 9897.00.00, the Contractor must immediately inform the Contracting Authority in writing of that investigation.
    3. Canada may terminate the Contract if it has reasonable grounds to believe the Work was mined, manufactured or produced in whole or in part by forced labour or linked to human trafficking. Reasonable grounds for making such a determination may include:
       1. Findings or Withhold Release Orders issued by the United States Customs and Border Protection, under the US Trade Facilitation and Trade Enforcement Act (TFTEA) of 2015; or
       2. Credible evidence from a reliable source, including but not limited to non-governmental organizations.
    4. Canada may terminate the Contract if the Contractor has, in the past three years been convicted of any of the following offences under the Criminal Code or the Immigration and Refugee Protection Act:
       Criminal Code
       1. section 279.01 (Trafficking in persons);
       2. section 279.011 (Trafficking of a person under the age of eighteen years);
       3. subsection 279.02(1) (Material benefit - trafficking);
       4. subsection 279.02(2) (Material benefit - trafficking of person under 18 years);
       5. subsection 279.03(1) (Withholding or destroying documents - trafficking);
       6. subsection 279.03(2) (Withholding or destroying documents - trafficking of person under 18 years); or

          Immigration and Refugee Protection Act

       7. section 118 (Trafficking in persons).
    5. Canada may terminate the Contract if the Contractor has, in the past three years, been convicted of an offence in a jurisdiction other than Canada that, in Canada’s opinion, is similar to any of the offences identified in paragraphs e(i) to (vii).
    6. For purposes of determining whether a foreign offence is similar to a listed offence, PWGSC will take into account the following factors:
       1. in the case of a conviction, whether the court acted within its jurisdiction;
       2. whether the supplier was afforded the right to appear during the court’s proceedings or to submit to the court’s jurisdiction;
       3. whether the court’s decision was obtained by fraud; or
       4. whether the supplier was entitled to present to the court every defence that the supplier would have been entitled to present had the proceeding been tried in Canada.
    7. Where Canada intends to terminate the Contract under this section, Canada will inform the Contractor and provide the Contractor an opportunity to make written representations before making a final decision. Written representations must be submitted within 30 days from receiving a notice of concern unless Canada establishes a different deadline.