Last updated: December 1, 2023

General - The purchase order from Bartle & Gibson Co. Ltd. (“Buyer”) to the seller (“Seller”) listed on the purchase order is an offer and acceptance that is limited to what is stated on the purchase order. Buyer is not responsible for goods or services delivered that are not stated clearly on the purchase order. These terms and conditions (“Terms”) shall apply to any purchase order issued by the Buyer and the acceptance of the purchase order by the Seller is deemed as acceptance of these Terms. Seller has two (2) business days from issuance of the purchase order to dispute these Terms in writing. These Terms will prevail over any other form or acknowledgement Seller may have. No waiver, alteration or modification of the Terms will be binding on the Buyer unless made in writing and signed by a duly authorized representative of the Buyer.

Acceptance – The purchase order may be accepted with delivery of the goods by the date on the purchase order or within a standard time frame of 2 weeks. The purchase order is limited to the Terms specified in this document, on the purchase order document or, if applicable, specified in a written agreement between Buyer and Seller. Acceptance does not waive the rights of the Buyer to cancel or return all or any portion of goods or services that do not meet the conditions of the purchase order. Acceptance does not constitute agreement on any future shipment of goods or services from Seller. Acceptance does not preclude any claims for damages, warranty or other losses in relation to the purchase order. All purchases are subject to inspection and rejection by the Buyer. Rejected goods will be returned at Seller’s expense. Goods returned as defective by Buyer shall have a credit/cheque issued immediately to cover the cost of the item. Buyer reserves the right to make changes in writing to the purchase order at any time in terms of quantity, method of shipment, delivery or specifications. If changes result in changes to costs or time required for delivery Seller may request an adjustment in the price or delivery schedule. The purchase order will be modified in writing upon agreement of Buyer and Seller.

Laws – Seller warrants to Buyer that goods and services provided on the purchase order will conform to applicable laws and safety regulations in the province the goods or services are provided in.

Forced/Child Labour – Seller warrants to Buyer that goods and services provided on the purchase order conform to the requirements of Bill S-211 An act to enact the Fighting Against Forced Labour and Child Labour in Supply Chains Act, and to amend the Customs Tariff. Seller agrees to notify Buyer immediately if there is a contravention of the requirements of this bill. This will result in the immediate termination of the purchase order.

Title – Goods or services delivered by the Seller will be free and clear of any security interest, claims, or liens.

Liabilities – Seller agrees to defend and indemnify Buyer from all losses, liabilities and expenses from defective goods, damages, or negligence in the provision of services to the Buyer or affiliated entities.

Price – Seller will provide confirmation of pricing specified on submitted purchase order within 48 hours. If the purchase order is accepted and goods delivered with no price corrections issued in writing then the price on the purchase order will be taken as correct and paid accordingly. Price paid will be the lower of Invoice or purchase order.

Delivery – Unless otherwise stated, all deliveries are FOB destination to the location designated on the purchase order. Goods or services must be received no later than the delivery date specified.

Quantities – Any changes to quantities on the purchase order must be agreed to in writing by the Buyer. If quantities received are above what is agreed to on the purchase order then Buyer reserves the right to reject and return excess quantities at Seller’s expense.

Invoices – Seller agrees to issue a separate invoice for each separate shipment. Invoice is to include the purchase order number, part numbers, descriptions and quantities. Undisputed amounts shall be paid within the negotiated payment terms with the supplier in advance of the order. Delays in receipt of goods or services, damages, incorrect quantities, missing product or incorrect invoices are just cause for Buyer to withhold payment without losing negotiated early discount privileges or rebates. Cash discounts will be calculated with the successful receipt of goods at the agreed upon pricing with a correct invoice.

Warranties – Seller warrants that goods or services delivered:

  1. Are approved for sale in Canada
  2. Meet all applicable safety standards and carry appropriate markings from CSA, UL or other approved agencies.
  3. Are free from defects in material and workmanship
  4. Meet all specifications, designs, drawings, and notes as shown on the purchase order.

Recovery – If Seller fails to deliver purchase order as agreed, or if Buyer rightfully rejects the goods or services, then Buyer may pursue any remedy including:

  1. Cancellation of the purchase order in whole or part
  2. Withholding payment on goods or services
  3. Seeking recovery of costs to procure alternative product or other remedies as required to meet delivery or contractual obligations.

Limitation of Liability – Buyer’s liability to Seller shall not for any reason exceed the amount Buyer has agreed to pay Seller according to the purchase order.

Third Party – At no time will Seller assign the purchase order to or delegate any duties in relation to a third party without prior written consent of the Buyer.

Insurance – Seller agrees to carry ongoing $2,000,000 CDN in Commercial General Liability Insurance coverage on a per occurrence basis. Seller agrees to listing Buyer as an additional insured with regard to operations of the Seller. Seller agrees to give Buyer thirty days (30) notice of notice of cancellation of the policy. If Insurer refuses to pay out in the event of a claim, Seller is not released from liability for the claim.

Proprietary Information – All communication in relation to the purchase order is considered confidential between the Buyer and Seller. Seller agrees that all information remains the property of the Buyer to be returned upon written demand.

Force Majeure – Inability for Buyer to take ownership of goods or services from purchase order due to fire, flood, accident, transportation delay, labour disputes, governmental regulation or any other circumstance beyond Buyer’s reasonable control shall not subject Buyer to any liability to Seller.

Survival – All rights, duties and obligations with relation to the purchase order including, but not limited to, indemnity, warranty, and proprietary information shall survive the expiration or termination of the purchase order or agreement.

Entire Agreement – The purchase order represents the entire agreement between Buyer and Seller and supersedes all prior agreements. It may be amended only by mutual written agreement of Buyer and Seller. In the event of a dispute the purchase order shall represent the terms agreed to with the exception of mutual written agreements created to specifically amend the purchase order after issuance.

Governing Law – The purchase order will be governed and interpreted in accordance with the laws of the Province of Alberta and federal laws of Canada.