Terms and Conditions of Purchase Orders/Negotiated ContractsDownload as PDF: Terms and Conditions
Purchase Order/Negotiated Contract
- "Purchase Order/Negotiated Contract" is the form of agreement issued by Edmonton Public Schools (EPS) and accepted by the Supplier in response to the Request for Bid or Request for Proposal, as may be applicable, and includes all of the documents outlining the respective obligations of the Supplier and EPS, in relation to the Purchased Goods/Services, such as the Supplier's Bid or Proposal, all associated drawings, specifications, descriptions and the documentation listed on the face of the Purchase Order/Negotiated Contract, when applicable
- "Purchased Goods/Services" are the subject matter specifically described in this document. Order/Negotiated Contract.
- "Supplier" means the corporation, sole proprietorship, partnership or joint venture listed on the face of this document, and noted as the provider of this product or service.
- "EPS" means Edmonton Public Schools.
Terms and Conditions
- Agreement: This Purchase Order/Negotiated Contract shall, when accepted by the Supplier, constitute the agreement between the Supplier and EPS and no alteration, amendment or supplementary clauses shall be binding on EPS without EPS's prior written approval. Either the Supplier's written acceptance of this Purchase Order/Negotiated Contract or the shipment of any article or the commencement of performance hereunder shall constitute unqualified acceptance of this Purchase Order/Negotiated Contract and no contrary or additional terms or conditions shall apply.
- Supplier Compliance: In accepting this Purchase Order/Negotiated Contract, the Supplier undertakes and agrees to provide the Purchased Goods/Services in strict compliance with this Purchase Order/Negotiated Contract.
- All Inclusive Purchase Price: The purchase price specified in the Purchase Order/Negotiated Contract is the complete cost to EPS and includes all fees, royalties, licenses, GST, taxes, levies and charges of every description (including charges for crating, boxing, cartage and fuel handlings) for delivery (and installation if applicable) of the Purchased Goods/Services are all inclusive FOB destination unless otherwise noted. Pricing on Purchase Order/Negotiated Contracts is exclusive of GST, however GST must be shown as a separate line item on the invoice.
- Shipment: All packages, packing slips, invoices, correspondence, customs documentation and freight bills of lading relating to the Purchased Goods/Services shall have EPS's complete Purchase Order/Negotiated Contract number prominently displayed and packing slips shall accompany all shipments.
- For all Purchased Goods/Services subject to "Workplace Hazardous Material Information System" legislation, "Material Safety Data Sheets" shall accompany the items and shipping documents. The Material Safety Data Sheets shall be included on any items being shipped which are regulated substances and which require precautions by employees prior to handling and usage in the workplace. All items that are regulated under the Transportation of Dangerous Goods Act, 49 CFR U.S. or the International Air Transport Association shall be accompanied by "dangerous goods" shipping documents and appropriate labeling on the package(s).
- All shipments entering into Canada must be cleared through Livingston prior to their delivery to EPS, and are subject to payment of duties and taxes (GST). For customs purposes, a Canada Customs invoice or commercial invoice is to be attached to the shipment. The information provided on the invoice must include complete and accurate details about the items being imported in order to comply with Canada Customs and Revenue Agency legislation. In addition, in order for EPS to qualify for the lower rate of duty, a completed NAFTA Certificate of Origin should accompany the shipment.
- Shipment in Transit: Unless otherwise agreed, all shipments are to be made prepaid. It is the Supplier's responsibility to arrange full and complete protection and insurance of shipment while in transit to EPS.
- CSA Approval: All electrical material, equipment and assemblies constituting part of the Purchased Goods/Services shall be fully CSA approved and shall bear appropriate approval stickers in accordance with the requirement of the Canadian Electric Code and the applicable legislation and regulations.
- Services Manuals: Service manuals complete with circuit diagrams will be provided for all components of the Purchased Goods/Services, if requested. A nominal fee (if applicable) will be considered by EPS prior to commitment for goods or services.
- Acceptance: All Purchased Goods shall be delivered to EPS subject to EPS inspection and acceptance. Payment in whole or in part by EPS shall not constitute acceptance or approval. EPS may reject and return any Purchased Goods at the Supplier's sole expense if the Purchased Goods are not delivered as specified or if the Purchased Goods are not delivered in the quantity or quality as specified or warranted. Upon the rejection and return of Purchased Goods, EPS, at its sole option, may request either the replacement of some or all of the Purchased Goods or the refund of part or the entire purchase price.
- Payment: Payment for Purchased Goods/Services satisfactory to EPS shall be net thirty (30) days from date of invoice, Canadian funds, unless otherwise agreed in writing by both parties.
- Standards Warranty: The Supplier warrants to EPS that the duties, work and services to be performed by the Supplier as part of the Purchased Goods/Services shall be performed to the level of the standards acceptable to EPS.
- Indemnity: The Vendor shall indemnify and hold harmless EPS, its employees and agents, from any and all claims, demands, actions and costs that may arise, directly or indirectly, out of any act or omission of the Vendor, its employees or agents, in the performance by the Vendor of its obligations under this Purchase Order/Negotiated Contract.
- Insurance: For the duration of this Purchase Order/Negotiated Contract, the Supplier shall maintain the following insurance coverage: General liability insurance insuring against third party bodily injury, personal injury and property damage and including products and completed operations liability and blanket contractual liability for an amount of not less than two million dollars ($2,000,000.00) per occurrence.
Compliance with Laws:
- The Supplier will comply with all civic, provincial and federal applicable statutes, laws, regulations and by-laws including, without limitation, any applicable workers' compensation, employment standards and occupational health and safety laws. The Supplier shall have proof of an account in good standing with the Workers' Compensation Board (Alberta) and shall supply EPS with proof of coverage if requested and such account shall remain in good standing for so long as the Supplier is providing the Purchased Goods/Services. Coverage shall include all employees of the Supplier as well as personal coverage for any employers, proprietors, partners and directors performing work at EPS.
- Prior to the commencement of the provision of the Purchased Goods/Services, and at any time thereafter at EPS's request, the Supplier shall arrange to have the Workers' Compensation Board of Alberta send a clearance letter to EPS, verifying that all required assessments and contributions have been paid, or other confirmation that coverage has been obtained by the Supplier.
- License: Vendor must maintain valid business license and permits if applicable.
- The Supplier acknowledges that EPS is a public body subject to the Freedom of Information and Protection of Privacy Act (FOIPP). Confidentiality for any documents submitted by the Supplier and accepted in this Purchase Order/Negotiated Contract cannot be ensured. Provisions exist under FOIPP to allow disclosure of personal or business information where disclosure would not be harmful to the Supplier's business interests or not be deemed an unreasonable invasion of personal privacy as defined within FOIPP.
- If EPS receives a request for information under FOIPP that includes information provided by the Supplier, EPS will give the Supplier notice of such request. The Supplier will respond to such notice in accordance with FOIPP, failing which, EPS will proceed to process the request for information in accordance with FOIPP.
- If EPS's response to a request under FOIPP is appealed to the Office of the Information and Privacy Commissioner, the Supplier shall have the burden of proof as to exception from disclosure as defined under FOIPP. The Supplier shall be responsible for all costs related to its confidentiality requirements.
- As applicable for EPS records and information under its care, the Supplier shall bear the burden and associated costs of records management practices required under FOIPP. As well, the Supplier shall be responsible to provide for the protection of confidential EPS records and information as required by FOIPP.
Conflict of Interest:
- Business Gifts and Hospitality - To preserve the image and integrity of EPS and its employees and agents, business gifts other than items of minor value shall not be offered. Reasonable hospitality is an accepted courtesy of a business relationship. The frequency and nature of gifts or hospitality shall not be allowed whereby the recipient might be or might be deemed by others to have been influenced in making a business decision as a consequence of accepting such hospitality or gifts.
- Relationship - Vendor is an independent Vendor, not an employee. Vendor shall indemnify Edmonton Public Schools for any non-deduction of monies pursuant to the Income Tax Act. Nothing in this Agreement makes the relationship a partnership or joint venture.
- Assignment/Survival: The Supplier shall not assign this Purchase Order/Negotiated Contract without the prior written consent of EPS. The warranties, covenants and obligations of the Supplier in this Purchase Order/Negotiated Contract shall survive and continue after the performance, delivery and/or installation of the Purchased Goods/Services by the Supplier, payment by EPS and the expiry or termination of this Purchase Order/Negotiated Contract.
- Termination: This agreement shall continue in full force and effect up to and including the date indicated in this contract or until sooner terminated. Such termination may be effected by the Employer for cause or by giving thirty days notice in writing to the Contractor. The Vendor may also effect such termination by giving thirty days notice in writing to the Employer, but the Vendor agrees that wherever possible he will give such additional notice to the Employer as will allow a reasonably sufficient time to make provisions for the continuity of service. "Cause" as used herein shall include, among other things, the Vendor's breach of the requirements as to record keeping in paragraph 9 hereof or by his failure to provide services and treatment in accordance with the standards referred to by Edmonton Public Schools.
- No Authority: Nothing in this document or in any subsequent document or written agreement shall be construed as authority for the Supplier to make commitments which shall bind EPS or to otherwise act on behalf of EPS, except as EPS may expressly authorize in writing.
- Applicable Law: The laws in force in the Province of Alberta apply to this Purchase Order/Negotiated Contract. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Purchase Order/Negotiated Contract.