Purchase Order Terms
1. Supplier’s Obligations
Supplier shall supply the equipment, material, goods or services (“Goods and Services”) identified in the Purchase Order (“PO”) pursuant to the terms and conditions contained herein and in the PO (the “Agreement”). Goods and Services are to be supplied at the locations and by the delivery dates set forth in the PO. Supplier shall use qualified personnel and equipment and facilities that meet industry standards. Supplier shall respect all relevant legislation, regulations, labour laws, immigration laws, import-export regulations and environmental and industry standards in all jurisdictions where Supplier operates and the Goods and Services are delivered. Supplier shall maintain records and provide regular reports pursuant to TWOSE’s instructions on the delivery of the Goods and Services, their conformity with the service levels and specifications identified to Supplier.
2. TWOSE’s Obligations
TELUS World of Science – Edmonton (TWOSE) shall pay Supplier for the Goods and Services at the agreed Price set forth in the PO pursuant to the submission of a valid, detailed invoice presented in the currency set forth in the PO, subject to the terms and conditions of this Agreement. TWOSE reserves the right to inspect the Goods and Services and reject them in part or completely if they do not meet the service levels and the specifications, and request a replacement, refund or credit at Supplier’s cost including transport, and to dispute or reject any associated invoice in part or completely. In no event will acceptance of the Goods and Services by TWOSE be presumed or deemed, including without limitation due to any act of TWOSE such as the payment of the invoice. Inspection and acceptance by TWOSE does not relieve Supplier of its warranty obligations.
3. Financial Matters
TWOSE shall pay invoices thirty (30) days from the date on the invoice, subject to acceptance. Supplier is required to accept payment electronically. If applicable, any discounts or rebates set out in the PO or for early payment shall be identified on the invoice, as well as any applicable Service Level Payments. All Prices shall be exclusive of all provincial, state or federal taxes.
4. Effective Date, Term and Termination
Supplier’s delivery of Goods and Services under the PO shall constitute acceptance of these Terms and Conditions, which are incorporated by reference in the PO. The Agreement shall be formed in Edmonton as of the date set forth on the PO (“Effective Date”) and shall remain in full force and effect for the period set out in the PO (“Term”) unless terminated earlier as per the below. Either Party shall have the right to terminate this PO for default in the event that a Party does not perform a material obligation including without limitation meeting any service levels or specifications, and fails to correct such non-performance within fifteen (15) days from the date on the Notice of default. Supplier will return all physical or intellectual property and Confidential Information to TWOSE and shall reasonably cooperate with TWOSE in the termination and transition of Goods and Services including the transfer of all data regarding the supply of Goods and Services over the Term. The bankruptcy or insolvency of either Party shall entitle the other to terminate this Agreement, to the extent permitted by law.
5. Representations and Warranties
Supplier represents and warrants that: (i) it is duly organized or incorporated in the relevant jurisdictions and has full capacity to enter into this Agreement and perform its obligations hereunder; (ii) no hardware or software or other material used in the supply of the Goods and Services infringes any intellectual property rights or liens of any third party; (iii) Supplier holds all right, title and interest in the Goods and Services; and (iv) that it operates in compliance with all laws and regulations; and (v) this Agreement does not violate any other agreement binding on Supplier.
Supplier represents and warrants that the Goods and Services (i) will perform in accordance with the service levels and/or specifications; (ii) are free from latent or manifest defects in materials, workmanship and design; and (iii) will be performed by well qualified personnel in accordance with best established industry standards. These warranties are continuous and extend to new or additional Goods and Services that may be supplied.
6. Liability and Indemnification
Supplier shall indemnify and hold harmless TWOSE from any losses, liens, damages, liability, and expenses (“Damages”) incurred by TWOSE arising from Supplier’s breach of its obligations or warranties under this Agreement; any third party claims; or Supplier’s access to
TWOSE’s or TWOSE’s affiliates’ premises. In the event that TWOSE has incurred Damages, TWOSE shall notify Supplier and Supplier shall indemnify TWOSE for the Damages and hold harmless TWOSE against any third party legal claims associated with the Damages. No third party claim may be settled without the consent of TWOSE, which consent shall not be unreasonably withheld.
7. Force Majeure
Notwithstanding anything to the contrary in this Agreement, neither Party shall be liable for delay or non-performance caused by any of the following circumstances when beyond its control: acts of God, explosions, riots, extreme natural disasters, wars, sabotage or terrorism ("Force Majeure"). Should an event of Force Majeure make it impossible for a Party to perform its obligations hereunder, the affected Party shall try to reduce or mitigate the adverse impact of the event. The affected Party shall notify the other Party that it considers an event of Force Majeure has occurred. If the adverse impact cannot be eliminated completely, such non-performance shall be excused for the duration of the event of Force Majeure. If, however, the event of Force Majeure lasts more than fifteen (15) days from the original notification, this Agreement may be terminated in whole or in part by the non-affected Party.
Each Party shall keep confidential and prevent the unauthorized disclosure of information disclosed by the other Party, which is confidential by its nature including without limitation technical, commercial, financial, marketing, operational or strategic information related to the business of a Party, on any verbal, visual or written medium, whether it is marked confidential or restricted or not (“Confidential Information”). The receiving Party shall protect Confidential Information from disclosure to third parties using the same degree of care that it uses for its own most confidential information, but no less than best efforts.
9. Governing Law, Dispute Resolution
This PO will be governed by the laws of the Province of Alberta and the laws of Canada applicable therein. Any dispute that cannot be resolved between the Parties shall be resolved by litigation before the Provincial Court of Alberta, Edmonton, Alberta.
Legal Notices shall be sent to the Edmonton Space & Science Foundation O/A TELUS World of Science – Edmonton at:
11211 – 142 Street
Edmonton, Alberta, Canada, T5M 4A1
Attention: Vice President Finance
The PO, these Terms and Conditions, the TWOSE Policies, and any specifications, service levels, or instructions provided by TWOSE, constitute the entire agreement between the Parties and take precedence over any other understandings or communications, oral or written, and over any Supplier terms and conditions or purchase orders. If a master agreement exists between TWOSE and Supplier to govern the supply of Goods and Services identified in the PO, the terms and conditions of the master agreement shall apply to such Goods and Services. If any clause is unenforceable it shall be severed and the other clauses will remain in full force. Any clause which by its nature should survive termination will do so, including without limitation the Confidentiality, Liability, Indemnification and Warranty clauses. The Parties are independent contractors and nothing herein shall make them agents, employees, or partners and there shall be no joint and several liability. The non-exercise by a Party of a right hereunder does not constitute a waiver of such right.
Nothing herein shall be interpreted to create an exclusivity in favour of Supplier unless otherwise set out in the PO. Time is of the essence. Supplier shall not use TWOSE’s name for the purposes of advertising, press releases, promotion or solicitation without the prior written consent of TWOSE. These Terms and Conditions may be updated by TWOSE from time to time and Supplier commits to review them