TERMS AND CONDITIONS OF PURCHASE
1. OFFER AND ACCEPTANCE
This purchase order from Collicutt Energy Services Corp. (hereinafter referred to as “Collicutt”), is an offer to buy goods or services herein described on the terms and conditions herein stated. Vendor’s signature or commencement of the performance of this Purchase Order shall constitute acceptance of the terms and conditions herein.
This Purchase Order cannot be modified or rescinded and claims or rights under it cannot be waived without the written authorization of Collicutt. Collicutt hereby objects to any different or additional terms or conditions proposed by the Vendor. Said different or additional terms will not be binding upon Collicutt unless accepted in writing by Collicutt.
2. SHIPPING
All goods shall be suitably packed, marked and shipped in accordance with the requirements of common carriers and in a manner to secure the lowest transportation costs. Unless otherwise specified herein, no additional charge shall be made or allowed for such packing, marking and shipping. Collicutt ’s name and Purchase Order number shall be shown on all packing slips, bills of lading, and invoices. Packing slips must accompany each shipment.
3. INSPECTION AND REJECTION
The goods and services furnished are exactly as specified on the Purchase Order. They are free from all defects in design, workmanship and materials. The goods and services are subject to inspection and test by Collicutt. If the goods and services furnished are found to be defective, Collicutt may reject them, or require Supplier to correct or replace them without charge, or require a reduction in price which is equitable under the circumstances. If Supplier is unable or refuses to correct or replace such items within a time deemed reasonable by Collicutt, Collicutt may terminate this Purchase Order in whole or in part. Supplier bears all risks as to rejected goods and services. Supplier reimburses Collicutt for all transportation costs, other related costs incurred, and overpayments in respect of the neglected goods and services.
4. PRICING AND PAYMENT
The prices specified herein are the contract prices and are firm and not subject to change except as expressly provided herein or by amendment executed by Collicutt.
5. CHANGES
Collicutt reserves the right to make changes in the specifications of any goods or services covered by this Purchase Order. If such changes cause an increase or decrease in the cost of or time required for performance, an equitable adjustment in the price and/or delivery schedule shall be made.
6. MANUALS AND INSTRUCTIONS
Supplier agrees that all goods and services furnished within this Purchase order contain all of the necessary manuals and instructions needed.
7. WARRANTY
Supplier warrants to Collicutt that goods supplied under this PO are free from defects in material, workmanship and design, suitable for the purpose intended implied, in compliance with all applicable specifications and free from liens or encumbrance on title. All services are performed in accordance with current, sound and generally accepted industry practices by qualified personnel trained and experienced in the appropriate fields.
8. CONFIDENTIALITY
The terms of this Purchase Order and any supporting documentation, including without limitation specifications, engineering data, and drawings given on behalf of Collicutt to Vendor to facilitate performance hereunder shall be deemed to be confidential to, and the property of Collicutt. Vendor shall use such confidential material only as required to perform its obligations hereunder. Vendor shall safeguard and hold in the strictest confidence all such confidential material. Vendor hereunder may make no disclosure of any information or data without the prior consent of Collicutt, which consent may be arbitrarily withheld.
9. INDEMNIFICATION
Except for damages caused by the negligence of Collicutt, Supplier shall defend, indemnify and hold Collicutt harmless from all claims, actions, demands, loss and cases of action arising from injury, including death, to any person, or damage to any property, when such injury or damage results in whole or in part from the acts or omissions of Supplier.
10. INSURANCE
Supplier and any Sub-contractor used by Supplier in connection with this Purchase Order must carry Comprehensive General Liability, Workers’ Compensation and adequate Comprehensive Automobile Liability Insurance. At Collicutt’s request, Supplier must provide Collicutt certificates from Supplier’s insurers showing that such coverage is in effect and agreeing to give Collicutt thirty (30) days’ prior notice of cancellation of the coverage. Collicutt may require minimum liability coverage depending on circumstances.
11. TERMINATION
This Purchase Order may be terminated or suspended by Collicutt in whole or in part. Collicutt then delivers to the Supplier a written notice specifying the extent to which performance and/or the deliveries of goods and services under this Purchase Order is terminated and/or suspended and the date upon which such action shall become effective. In the event of such action, Collicutt shall pay supplier for the goods and services satisfactorily provided to the effective date of termination or suspension. The termination of this Purchase Order shall discharge any further obligations of either party.
A party is in default of its obligations under this Purchase Order if any of the following events occur, namely:
a. such party is adjudged bankrupt or insolvent by a court of competent jurisdiction, or otherwise becomes insolvent, as evidenced by its inability to pay its debts generally as and when they become due; or
b. such party is in default of its obligations hereunder and fails to cure such default within thirty days of written notice from the other party, or if such default cannot be cured within thirty days, within such longer period as may be reasonable, provided the defaulting party commences promptly and diligently proceeds with curing the default.
Upon the occurrence of any of the above events, the party not in default may, by written notice to the defaulting party, terminate this Purchase Order without prejudice to any other right or remedy available to it at law and without liability for such termination.
12. FORCE MAJEURE
The obligations of each party hereto in any capacity shall be suspended and it shall not be liable for damages during the time and to the extent that such a party is prevented from complying with its obligations hereunder in part or in whole by strikes, lockouts, acts of God or the Queen’s enemies, wars, laws, unavoidable accidents, delays in transportation, inability to obtain necessary material in the open market or any other cause, except financial, whether similar or dissimilar to those specifically enumerated and set forth above, beyond the reasonable control of the party affected.
13. GOVERNING LAW
This Purchase Order shall be governed by the laws of the Province of Alberta.
