Terms and Conditions

General Terms and Conditions

PART A – SUPPLY OF MATERIALS

1. DEFINITIONS

Unless the context otherwise requires, the following capitalized terms have the meanings set out below:

“Agreement” means this Purchase Order and all Terms and Conditions contained herein.

“Purchase Order” means a written or electronic request for the supply of material, equipment, or goods, including any oral or written modifications or amendments made from time to time.

“Purchaser” means Custom Electric Ltd.

“Vendor” means any third party hired by Purchaser to supply material, equipment, or goods pursuant to a Purchase Order.

2. ACCEPTANCE AND BINDING EFFECT

One unaltered copy of the Purchase Order must be signed by Vendor in the place indicated and returned to Purchaser within five (5) days from the date of the Purchase Order. This Agreement may be revoked by Purchaser immediately upon written notice at any time prior to acceptance by Vendor. Notwithstanding the foregoing, upon supply of materials pursuant to a Purchase Order, these Terms and Conditions are deemed accepted by Vendor and are binding upon Vendor, regardless of whether executed by Vendor.

Each party represents and warrants that the person signing has authority to bind that party to this Agreement and all terms and conditions herein.

3. ENTIRE AGREEMENT AND PRIORITY OF DOCUMENTS

This Agreement supersedes all prior orders, obligations, and undertakings, whether oral or written, except as expressly agreed in writing by both parties.

If any term of Vendor’s proposal or quotation is inconsistent with this Agreement, this Agreement shall prevail, except that any provision in Vendor’s proposal establishing a higher standard of safety, reliability, durability, or quality shall take precedence over a lower standard in this Agreement unless both parties expressly agree otherwise in writing.

4. PURCHASE ORDER REQUIREMENTS

Purchase Order number(s) must be plainly marked on all packages, bills of lading, invoices, and shipping orders relating to this Agreement.

5. SUPPLY OF MATERIALS

Vendor shall supply all materials, equipment, and goods in accordance with the requirements of this Agreement, including all plans, specifications, drawings, and samples. Materials shall be supplied in strict accordance with this Agreement and all instructions of Purchaser relating to the materials to be supplied.

Vendor shall be responsible for all acts and operations necessary to satisfy its obligations hereunder, including all components, parts, guards, supports, preparation, finishing, paint, spare parts, and special tools.

6. SCHEDULE AND DELIVERY

Delivery shall be started and completed strictly in accordance with the dates and schedules set out in this Agreement. Time shall be of the essence. If Vendor does not substantially comply with the delivery schedule, Purchaser may, at its option, approve a revised schedule or terminate this Agreement without liability to Vendor.

Vendor shall provide Purchaser with written notification of any scheduled deliveries seven (7) days in advance of the intended delivery date. No materials or equipment will be accepted without such notification unless otherwise agreed in writing.

7. BILLING BREAKDOWN

Vendor shall provide Purchaser with an itemized breakdown of the total Purchase Order price within ten (10) days of acceptance, or as otherwise agreed in writing. The breakdown shall be in the level of detail specified by Purchaser and subject to Purchaser’s approval.

8. SHOP DRAWINGS AND SPECIFICATIONS

Vendor shall submit shop drawings and specifications in strict accordance with schedules specified herein, but in no event later than seven (7) days after written request from Purchaser, or as otherwise specified. Shop drawings include drawings, diagrams, illustrations, performance charts, brochures, data sheets, and other documentation reasonably required by Purchaser.

9. INSPECTION, TESTING, AND QUALITY

Vendor shall be responsible for all inspection and testing specified in this Agreement or required by applicable laws, regulations, or codes. Purchaser’s quality assurance representatives shall have free access during business hours to Vendor’s facilities to monitor compliance with quality requirements.

If Vendor discovers any discrepancies, errors, or omissions in the specifications or requirements, Vendor shall immediately inform Purchaser in writing and shall cease work on that portion affected. Vendor shall not recommence work until authorized in writing. Any work performed after discovery shall be at Vendor’s sole risk and expense.

Purchaser reserves the right to cancel this Agreement if materials are not in accordance with approved specifications or samples, or are defective in workmanship or material. No deviation from specifications shall be permitted unless approved in writing. Non-conforming materials shall be removed and replaced at Vendor’s expense.

10. DELIVERY AND RISK

All materials and equipment delivered by Vendor remain the sole responsibility and risk of Vendor until delivery is accepted in writing by Purchaser’s authorized representative at the job site or as otherwise directed.

Vendor shall ensure that all materials and equipment are protected from moisture, kept clean during transportation, and shipped on appropriate pallets suitable for hand-operated pallet truck transportation. Materials shall be wrapped with plastic protection, securely fastened to pallets with metal bands or suitable materials, and accompanied by material handling instructions clearly visible on packaging.

Delivery trucks must include a loading tailgate to enable ground-level delivery. Unloading equipment such as forklifts will not be available. Crating and boxing are not permitted unless otherwise agreed in writing by Purchaser.

For goods shipped F.O.B. destination, all claims for damages, shortage, or loss shall be the responsibility of Vendor.

11. WARRANTY

Vendor warrants that all materials and equipment provided hereunder shall be: (i) merchantable and free from liens and defects in design, material, and workmanship, and fit for their intended purpose; (ii) conform in all respects to the plans, specifications, and approved samples; and (iii) be new and of the best quality.

Unless otherwise provided, if materials or equipment do not conform to these warranties at any time prior to one (1) year post substantial completion, Vendor shall promptly correct such non-conformity at Vendor’s sole expense within ten (10) days. If Vendor fails to remedy the defect, Purchaser may reject or revoke acceptance and may proceed to obtain replacement materials from a third party, with all costs for Vendor’s account.

Payment by Purchaser shall not be construed as acceptance of materials. Purchaser’s failure to make any examination or inspection shall not limit its right to reject non-conforming or defective materials or to avail itself of any other remedies available hereunder or at law.

12. PRICING AND PAYMENT

This Agreement is placed on a firm price basis. No escalation of price shall be permitted. All prices are firm until substantial completion.

Invoices must correspond exactly with prices in the Purchase Order. Invoices shall include all applicable Federal and Provincial taxes, shown separately. Payment is contingent upon due performance and supply of materials in accordance with this Agreement.

Unless otherwise stated, payment shall be made in accordance with statutory requirements applicable in Alberta, including statutory holdback requirements. Statutory requirements shall prevail in case of conflict.

Unless otherwise specified, all prices are in Canadian dollars and exclusive of applicable taxes.

Vendor shall not permit any lien to be filed against the project or Purchaser’s property. Payment shall only be made provided that no lien has been filed or, if filed, has been released, vacated, or discharged by Vendor prior to payment.

Purchaser may withhold or deduct from payments to Vendor any amounts necessary to protect Purchaser from loss due to defective materials not remedied, Vendor’s failure to perform, or Vendor’s failure to discharge any liens. Such withholding shall be at Purchaser’s sole discretion.

13. COMPLIANCE WITH LAWS AND PERMITS

Vendor shall comply, at all times and at its sole cost, with all applicable federal, provincial, and municipal laws, regulations, codes, and standards with respect to the supply of materials pursuant hereto.

Vendor shall be solely responsible for obtaining all permits, licenses, certificates, and approvals required for the supply of materials hereunder, at its sole cost, unless otherwise expressly agreed in writing.

14. CHANGES TO THE ORDER

No deviation from the requirements of this Agreement shall be permitted unless approved in advance in writing by Purchaser. Non-conforming materials shall be removed and replaced at Vendor’s expense at Purchaser’s option.

Purchaser reserves the right to direct changes to this Agreement in writing, including modifications to quantities, specifications, or drawings. If such change causes an increase or decrease in cost or time, an equitable adjustment shall be made as mutually agreed and documented in a written amendment. Vendor shall submit all claims for adjustment in writing no later than five (5) working days from receipt of the change direction, with detailed quotations including complete breakdowns of material costs.

Vendor shall be responsible for any additional costs due to defective materials supplied under this Agreement.

15. INDEMNITY

Vendor shall defend and save harmless Purchaser and its officers, directors, employees, and agents from and against all losses, damages, costs, and expenses (including legal fees) arising directly or indirectly out of performance or default under this Agreement, or negligent acts or omissions of Vendor, its agents, subcontractors, or employees. This indemnity extends to all third-party claims and demands.

16. DEFAULT AND TERMINATION

Events of Default. Vendor shall be in default if Vendor: (i) fails to observe or perform any obligation hereunder, including if materials are not in accordance with specifications or are defective in workmanship or material, or if Vendor fails to meet delivery requirements; (ii) fails to remove any lien claimed or filed by Vendor or its suppliers; or (iii) becomes bankrupt, insolvent, or allows assets to be subject to general assignment.

Rights Upon Default. Upon default by Vendor, Purchaser may give written notice. If the default continues for five (5) days following notice, Purchaser may terminate this Agreement, complete the work, or procure materials from a third party, all at Vendor’s cost and expense.

Termination for Convenience. Purchaser may terminate this Agreement for convenience upon thirty (30) days’ written notice. Upon termination, Purchaser shall only be liable to pay for materials supplied in strict accordance herewith prior to the termination date.

17. PRIME CONTRACT FLOW-DOWN

If this Agreement relates to a project where Purchaser is subject to a prime contract or other agreement (“Contract Documents”), Vendor acknowledges receipt and review of all Contract Documents affecting the supply of materials and agrees to be bound by all terms affecting its scope. All risks, obligations, and liabilities of Purchaser relating to the supplied materials are assumed by Vendor.

Vendor shall perform the supply of materials in a manner so that no act or omission causes Purchaser to be in breach of the Contract Documents or leads to loss of any rights or benefits of Purchaser.

In the event of any conflict between this Agreement and the Contract Documents, the provision establishing a higher standard of safety, reliability, durability, or quality shall take precedence.

Vendor shall indemnify and save harmless Purchaser where Vendor’s acts or omissions cause Purchaser to be obligated to indemnify any other person under the Contract Documents.

18. INTELLECTUAL PROPERTY

Vendor warrants that it is the sole owner of all intellectual property created or used in performance hereunder and grants Purchaser an irrevocable, perpetual, royalty-free, and transferable license to use such intellectual property for purposes related to this Agreement.

Vendor shall defend Purchaser against any claim that materials furnished infringe any patent or intellectual property right, and shall pay all damages and costs awarded. If infringement is found, Vendor shall, at its option and Purchaser’s approval, procure the right to continue use or replace with a non-infringing equivalent.

19. CONFIDENTIAL INFORMATION

Vendor shall hold in confidence all information, documentation, plans, and specifications of Purchaser disclosed to Vendor and shall not disclose to any third party or use for any purpose other than performance hereunder without Purchaser’s prior written consent.

20. DISPUTE RESOLUTION

If a dispute arises, the parties shall make reasonable efforts to negotiate in good faith to resolve it. If unresolved, either party may refer the matter to the courts in the jurisdiction where Purchaser is performing the work, unless otherwise agreed in writing.

PART B – SUPPLY OF SERVICES

For the supply of services, the following terms apply. For service procurements with a total value exceeding $50,000.00, a standard form contract shall apply in lieu of these Purchase Order Terms and Conditions. These Part B terms apply only to service procurements issued via Purchase Order with a value of $50,000.00 or less.

B1. SCOPE OF WORK

Vendor shall perform all work and provide all services strictly in accordance with the scope of work, specifications, drawings, and instructions detailed in this Purchase Order. Vendor is responsible for all labor, equipment, materials, and expertise necessary to complete the work as specified.

B2. SCHEDULE AND PERFORMANCE

Work shall be commenced and completed in accordance with the schedule set out in this Purchase Order. Time is of the essence. Vendor shall coordinate all activities with Purchaser’s site representative. If Vendor fails to meet the agreed schedule, Purchaser may, at its option, complete the work or engage a third party to do so, with all costs charged to Vendor.

B3. PRICING AND PAYMENT

The price for services is firm and fixed unless modifications are authorized in writing by Purchaser. No escalation shall be permitted. All invoices must correspond exactly to the Purchase Order price and include Federal and Provincial taxes shown separately. Payment is contingent upon satisfactory completion of work in accordance with this Purchase Order and applicable standards.

B4. QUALITY OF WORK

All work must be performed in a professional and workmanlike manner in strict accordance with applicable codes, standards, and Purchaser’s written specifications. Work that does not conform to these requirements must be corrected by Vendor at no cost to Purchaser within ten (10) days of written notice. If Vendor fails to correct deficient work, Purchaser may have the work completed by others at Vendor’s expense.

B5. COMPLIANCE AND PERMITS

Vendor shall comply at all times and at its sole cost with all applicable federal, provincial, and municipal laws, regulations, codes, and standards. Vendor is solely responsible for obtaining and maintaining all required licenses, permits, and certifications necessary to perform the work.

B6. CHANGES AND EXTRAS

No changes or extra work shall be performed without prior written authorization from Purchaser. Any claims for additional costs must be submitted in writing no later than five (5) working days from the date the change was directed, with detailed quotations and cost breakdowns. Changes approved in writing shall be documented in a signed amendment to the Purchase Order.

B7. INDEMNITY AND LIABILITY

Vendor shall defend and save harmless Purchaser and its officers, directors, employees, and agents from and against all losses, damages, costs, and expenses (including legal fees) arising directly or indirectly out of Vendor’s performance or default, or from negligent acts or omissions of Vendor, its agents, or employees. This indemnity extends to all third-party claims and demands.

B8. TERMINATION

Purchaser may terminate this Purchase Order for convenience upon thirty (30) days’ written notice. Upon termination, Purchaser shall pay only for work properly completed prior to the termination date. If Vendor breaches this Agreement or fails to perform, Purchaser may terminate immediately and, at Purchaser’s option, engage another vendor to complete the work at Vendor’s expense.

B9. INSURANCE

Vendor shall obtain and maintain all insurance required by law and shall provide evidence of coverage prior to commencing work. Vendor’s insurance shall be the first point of coverage for any liability arising out of Vendor’s performance of this Purchase Order.

B10. GENERAL PROVISIONS

This Purchase Order shall be governed by the laws of the province or jurisdiction in which work is performed. Vendor shall not assign this Purchase Order without Purchaser’s prior written consent. These Part B Terms and Conditions apply to all service work issued via Purchase Order with a value of $50,000.00 or less. For service procurements exceeding $50,000.00, the applicable standard form contract shall govern.

Governing Law. This Agreement shall be governed by the laws of the province or jurisdiction in which Purchaser is performing the work.

Further Assurances. Each party shall do all further acts and execute all documents as may be reasonably necessary to complete and implement the terms hereof.

Binding Effect. This Agreement shall enure to the benefit of and be binding upon Purchaser and Vendor and their respective successors and permitted assigns.

Assignment. Vendor may not assign this Agreement or any rights hereunder without Purchaser’s prior written consent. Any unauthorized assignment is void. Purchaser may assign without Vendor’s consent.

Time of Essence. Time shall be of the essence of this Agreement.

Severability. If any term is held void or unenforceable, such term shall be severable and shall not affect the validity of the remaining terms hereof.

Statutory Compliance. For projects in Alberta, Vendor acknowledges compliance with the Prompt Payment and Construction Lien Act, RSA 2020, c P-26.4, as amended. Certificates of Substantial Performance may be posted electronically.

These Terms and Conditions are accepted as of the date of the Purchase Order.

PURCHASER:

Custom Electric Ltd.  By: _________________________________     Date: _________________

VENDOR:

Company Name: _________________________________

By: _________________________________     Date: _________________

Print Name: _________________________________

Title: _________________________________

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Custom Electric Ltd. | 1725 27 Avenue NE | Calgary, AB T2E 7E1

Tel: (403) 291-3303 | Fax: (403) 291-4473 | Email: orders@customelectric.com