NorthPoint Technical Services, ULC – Terms and Conditions for the Sale of Goods and Services
(a) Payment – Unless stated in NorthPoint’s proposal, all payments are due net thirty (30) days from the invoice date in Canadian Dollars.
(b) Interim Billing – NorthPoint shall be permitted, on and subject to the provisions of these Terms including Sections 5 and 8 hereof, or otherwise in its sole discretion, to render interim invoices on account of all Products and Services whether or not fully completed or delivered, or as specified in any applicable purchase order.
(c) Credit Approval – All orders are subject to credit approval by NorthPoint. NorthPoint may modify, suspend or withdraw the credit amount or payment terms at any time. If there is doubt as to Buyer’s financial condition, NorthPoint may withhold manufacturing and/or shipment of Product and performance of Services, require cash payments or advance payments, or require other satisfactory financial security before manufacturing and/or shipment of Product and performance of Services.
(g)Suspension/Termination Right – NorthPoint may suspend Services and manufacturing and/or shipment of Product if an undisputed invoice is more than thirty (30) days past due. NorthPoint may terminate this Agreement if an undisputed invoice is more than forty-five (45) days past due. Unless otherwise prohibited by law, NorthPoint may also terminate this Agreement immediately in the event of a material adverse change in the Buyer’s financial condition, including, but not limited to bankruptcy, insolvency, or liquidation.
(a)When Products are ready for shipment, NorthPoint will: (i) inform Buyer, and Buyer will then promptly give shipping instructions to NorthPoint; (ii) determine the method of transportation and shipment routing; and (iii) ship the Products with freight prepaid by normal transportation. If Buyer does not provide timely shipping instructions, or does not otherwise comply in a timely fashion with its other obligations and requirements under this Agreement as determined by NorthPoint in its sole discretion, including the obligations as more specifically set out in Section 8 hereto, NorthPoint may ship the Products, whether or not the Services have been fully completed, by normal transportation means to Buyer or to a storage location selected by NorthPoint. Buyer will pay or reimburse any excess storage costs and transportation charges for special or expedited transportation.
(b)If Products are placed into storage, delivery occurs and risk of loss transfers to Buyer when the Products are placed on the carrier for shipment to the storage location. If the Products are to be stored in the facility where manufactured, delivery occurs and risk of loss transfers to Buyer when placed in the storage location.
Buyer will pay all NorthPoint’s storage expenses, including but not limited to, preparation for and placement into storage, handling, freight, storage, inspection, preservation, maintenance, taxes and insurance, upon receipt of an invoice(s) from NorthPoint. When conditions permit and upon payment to NorthPoint of all amounts due, Buyer must arrange, at its expense, to remove the Products from storage. Buyer bears the risk of loss, damage or destruction to Products in storage.
additional costs of Service incurred during such event. NorthPoint will notify Buyer within a reasonable time after becoming aware of any such event. If there are force majeure delays exceeding 180 days in the aggregate, NorthPoint may terminate the Agreement pursuant to Article 6. Failure to pay shall not constitute a force majeure delay.
(e)Exclusions from Warranty Coverage. The Warranties do not apply to (i) any product not supplied by NorthPoint; (ii) any Third-Party Parts or Equipment; or (iii) to services not performed by NorthPoint pursuant to this Agreement. NorthPoint will have no liability to Buyer under any legal theory for such products, Third Party Parts, Equipment, services or any related assignment of warranties. Any Product that is described as being experimental, developmental, prototype, or pilot is specifically excluded from the Warranties and is provided to Buyer “as is” with no warranties of any kind. Normal wear and tear is excluded, including any expendable items that comprise part of the Product (such as fuses, light bulbs and lamps). NorthPoint does not warrant or guarantee that any Product will be secure from cyber threats, hacking or similar malicious activity. Products that are networked, connected to the internet, or otherwise connected to computers or other devices must be appropriately protected by Buyer and/or end user against unauthorized access.
11. LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, NORTHPOINT IS NOT LIABLE, WHETHER BASED IN CONTRACT (INCLUDING FUNDAMENTAL BREACH), WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, INDEMNITY OR ANY OTHER LEGAL OR EQUITABLE THEORY, FOR: LOSS OF USE, REVENUE, SAVINGS, PROFIT, INTEREST, GOODWILL OR OPPORTUNITY, LOSS OF PRODUCTION, COSTS OF CAPITAL, COSTS OF REPLACEMENT OR SUBSTITUTE USE OR PERFORMANCE, LOSS OF INFORMATION AND DATA, LOSS OF POWER, VOLTAGE IRREGULARITIES OR FREQUENCY
FLUCTUATION, CLAIMS ARISING FROM BUYER’S THIRD PARTY CONTRACTS, OR FOR ANY TYPE OF INDIRECT, SPECIAL, LIQUIDATED, PUNITIVE, EXEMPLARY, COLLATERAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR FOR ANY OTHER LOSS OR COST OF A SIMILAR TYPE.
NORTHPOINT’S MAXIMUM LIABILITY UNDER THIS AGREEMENT UNDER ANY THEORY OF RECOVERY, SHALL NOT EXCEED THE ACTUAL PURCHASE PRICE RECEIVED BY NORTHPOINT UNDER THIS AGREEMENT.
THE LIMITATIONS OF LIABILITY IN THIS AGREEMENT REPRESENT THE AGREED AND BARGAINED FOR UNDERSTANDING OF THE PARTIES. BUYER AGREES THAT THE EXCLUSIONS AND LIMITATIONS IN THIS ARTICLE 11 WILL PREVAIL OVER ANY CONFLICTING TERMS AND CONDITIONS IN THIS AGREEMENT AND MUST BE GIVEN FULL FORCE AND EFFECT WHETHER OR NOT ANY OR ALL SUCH REMEDIES ARE DETERMINED TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. THESE LIMITATIONS OF LIABILITY ARE EFFECTIVE EVEN IF NORTHPOINT HAS BEEN ADVISED BY BUYER OF THE POSSIBILITY OF SUCH DAMAGES. THE WAIVERS AND DISCLAIMERS OF LIABILITY, RELEASES FROM LIABILITY AND LIMITATIONS ON LIABILITY EXPRESSED IN THIS ARTICLE 11 EXTEND TO NORTHPOINT’S AFFILIATES, PARTNERS, PRINCIPALS, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, SUBCONTRACTORS, AGENTS AND SUCCESSORS AND ASSIGNS OF NORTHPOINT.
IN THE EVENT THAT PHYSICAL LOSS OR DAMAGE TO THE BUYER’S PROPERTY RESULTS FROM THE FAILURE OF A PORTION OF THE NORTHPOINT PRODUCTS AND SERVICES TO CONFORM TO ITS RESPECTIVE WARRANTY DURING THE APPLICABLE WARRANTY PERIOD NORTHPOINT’S LIABILITY SHALL IN NO CASE EXCEED NORTHPOINT’S OBLIGATION TO PERFORM THE REMEDIES SPECIFIED IN ARTICLE 10, AS APPLICABLE, WHICH NORTHPOINT WOULD HAVE HAD TO PERFORM IF SUCH REMEDY HAD BEEN CARRIED OUT IMMEDIATELY PRIOR TO THE OCCURRENCE OF THE PHYSICAL LOSS OR DAMAGE.
with NorthPoint; or an entity lacking the financial capability to satisfy Buyer’s obligations. Any assignee expressly assumes the performance of any obligation assigned. NorthPoint may grant a security interest in this Agreement and/or assign proceeds of this Agreement without Buyer’s consent.
(a)Buyer will indemnify, defend and hold NorthPoint harmless, and waives and will require its insurers to waive all rights of recovery against NorthPoint, for any damage, loss, destruction, injury or death resulting from a “nuclear incident,” as defined in the Nuclear Liability and Compensation Act, as amended, whether due to NorthPoint’s negligence or any other act or omission.
27. THIRD PARTY PARTS. Buyer warrants that any and all Third Party Parts which may be the subject of any Services shall (a) be fully compatible with the corresponding part, component, equipment or material of the Original Equipment Manufacturer (“OEM”) in terms of form, fit, and function; (b) shall be timely provided to NorthPoint hereunder; and (c) shall be capable of installation in the same manner and within the same time as the corresponding OEM part, component, equipment, or material.
28. PRODUCT RETURNS. Prior to the return of any Product, Buyer must identify the Product or portion thereof and obtain written authorization and shipping instructions from NorthPoint. NorthPoint has the right, in its sole discretion, to permit or reject any such return. NorthPoint’s authorization to return any Product to NorthPoint does not relieve Buyer of its obligation to pay for such Product. Upon receipt, inspection, and acceptance of the Product by NorthPoint, NorthPoint will issue a credit memo to Buyer, less applicable re-stocking fees. NorthPoint reserves the right to reject any hazardous material.
NorthPoint Technical Services, ULC – Terms and Conditions for the Purchase of Goods and Services
The following Terms and Conditions (the “Terms”) shall apply to any purchase of goods and/or services (“Deliverables”) specified in the applicable purchase order (the “Order”) by NorthPoint Technical Services, ULC (“Purchaser”) from the seller or provider of such goods and/or services specified in the applicable Order (the “Supplier”), and their acceptance is an express condition of such purchase by Purchaser. The Supplier shall be deemed to have full knowledge of the Terms and such Terms shall be binding on the Purchaser and Supplier at the earlier of (a) the date the Deliverables are delivered to Purchaser or (b) five days from the effective date of the Contract (as defined below), unless Supplier has delivered to Purchaser written express objection to said Terms.
1. GOVERNING TERMS/CONFLICT/MODIFICATION
No order will be recognized by Purchaser unless issued on Purchaser’s Order. Any such Order issued by Purchaser, together with the Terms and all Purchaser’s documentation referenced in the Order shall constitute the contract between Purchaser and Supplier (the “Contract”). In the event of any conflict or inconsistency between the Contract and the terms and conditions contained in any acknowledgment or in any other form issued by Supplier, whether or not any such form has been acknowledged or accepted by Purchaser, the Contract shall prevail. Except as otherwise provided in this paragraph 1 or in the Order, any additional or different terms included in any prior or subsequent purchase confirmations, shipping instructions, invoices, acknowledgements or any other verbal communications or written documents shall not be binding on the parties hereto. No waiver, alteration or modification of the Terms shall be binding upon Purchaser unless made in writing and signed by a duly authorized representative of Purchaser.
2. SHIPMENT / CHARGES / RISK OF LOSS / TITLE
Unless otherwise stated on the face of the Order, all Deliverables shall be delivered FCA (Incoterms 2010) from Supplier’s facility. Supplier shall employ Purchaser’s preferred carrier and method of shipment, which may vary by location and can be obtained by request to Purchaser. For greater certainty, receipt by the carrier of such Deliverables at Supplier’s facility does not constitute acceptance of Deliverables by Purchaser. Supplier shall ensure use of the carrier designated by Purchaser and shall contract for carriage on customary terms at Purchaser’s risk and expense. If Supplier does not have shipping instructions from Purchaser, Supplier shall obtain same. Supplier must obtain at its own risk and expense any export license or other official authorization and carry out, where applicable, all custom formalities necessary for the export of Deliverables. Deliverables will be handed over to the carrier as the transport mode and/or quantity and/or nature of Deliverables may require. Risk of loss and/or damage to Deliverables shall pass from Supplier to Purchaser upon transfer to the carrier, and title shall pass to Purchaser upon receipt of Deliverables as provided for in the Contract, provided that vesting of title shall not constitute acceptance of Deliverables by Purchaser. Supplier shall suitably pack, mark and ship Deliverables in accordance with any instructions from Purchaser and the requirements of the carrier to secure the lowest possible transportation cost. Supplier shall be liable for any freight charges or damage to Deliverables resulting directly or indirectly from any failure by Supplier to comply with this provision. If Deliverables are deemed to be dangerous and or hazardous, Supplier shall ensure all legally required documentation is prepared and submitted to the carrier prior to shipment with copy to Purchaser. No transportation or delivery charges of any kind including packing, boxing, storage or cartage charges shall be paid by Purchaser or reimbursed to Supplier unless specifically agreed to by Purchaser in writing. For shipments originating outside of Canada, Supplier shall ensure that a commercial invoice certified in accordance with Canadian customs regulations (Customs Invoice) accompanies Deliverables clearly indicating the Order and consignee together with any export documents/permits required by the foreign customs authorities. The Customs Invoice should indicate the customs broker for clearance as advised by Purchaser. All Bills of Lading prepared on behalf of Purchaser shall also indicate the Order number. For shipments valued at less than $2500 Canadian dollars, copies of customs documentation shall be emailed to firstname.lastname@example.org. All invoices, shipping documents and other writings pertaining to any Order shall refer to Purchaser’s Order and/or contract number set out on such Order or other documentation relating to the Order.
3. DELIVERY SCHEDULE
Supplier shall comply with the schedule and shall not make material commitments or production arrangements in excess of the amount or in advance of the time necessary to meet Purchaser’s delivery schedule. Deliverables shipped to Purchaser in advance of schedule may be returned to Supplier or warehoused at Supplier’s expense.
4. DELAY IN DELIVERY
Time is of the essence. Supplier shall ensure that delivery is made in all respects in accordance with the Order and delivery schedule of Purchaser. Supplier shall promptly advise Purchaser of any anticipated delays. Purchaser reserves the right to reject any shipments or deliveries not made in accordance with Purchaser’s delivery schedule or to cancel the Contract without any liability to Supplier and without prejudice to any of Purchaser’s rights and remedies at law or equity, should Supplier fail to meet scheduled delivery or completion dates or if there is a reasonable likelihood of Supplier failing to meet such schedule.
All Deliverables shall be subject to inspection and test by Purchaser at all times and places including the period of manufacture and in any event prior to final acceptance by Purchaser to assess work quality, conformance with specifications, and conformance with all of Supplier’s representations, warranties and covenants in the Contract. No such verification shall relieve Supplier of its obligations and warranties hereunder. Deliverables shall not be deemed accepted until after such final inspection. If any Deliverables or parts thereof are found at any time to be defective in material or workmanship or otherwise not in conformity with the requirements set out in the Contract, in addition to any other rights which it may have under applicable warranties, or under law, Purchaser shall have the right to reject and return such Deliverables for either full credit or a refund (at Purchaser’s discretion) at Supplier’s expense including payment of shipping charges incurred by Purchaser. All returned Deliverables shall be at Supplier’s risk of damage or loss. Without limiting the foregoing, Purchaser shall also have the right to require that Supplier promptly and at its own expense repair, replace or restore any defective or deficient portion of Deliverables, to Purchaser’s reasonable satisfaction. If Supplier is unwilling to or unable to effect prompt repair, replacement or restoration (at Purchaser’s election), Purchaser may use its own facilities or contract with a third party at Supplier’s expense. Neither the failure of Purchaser to inspect, nor acceptance of, nor payment for any Deliverables shall prejudice Purchaser’s rights under this paragraph 5. Supplier’s records relating to the manufacture or provision of Deliverables shall be maintained for a minimum of six (6) years following delivery unless otherwise agreed in writing by Purchaser.
6. COMPLIANCE WITH LAWS
Supplier shall comply with all laws and regulations, including without limitation, international, federal, provincial, municipal and local laws and codes, quality system standards and quality assurance requirements, privacy requirements, environmental standards and any additional technical codes, standards or norms which Purchaser may specify in writing.
7. CODE OF CONDUCT
The Supplier shall not engage, actively or passively, nor directly or indirectly in any form of bribery, in any violation of basic human rights of employees or any child labor. Moreover, the Supplier shall take responsibility for the health and safety of its employees. The Supplier shall act in accordance with the applicable
environmental laws. The Supplier shall use reasonable efforts to promote this Code of Conduct attached hereto and incorporated herein by reference (the “Code of Conduct”) among its subcontractors and suppliers. In addition to other rights and remedies the Purchaser may have, the Purchaser may terminate the Contract in case of breach of the obligations set out in paragraph 6 and/or this paragraph 7. However, provided that the Supplier’s breach of paragraph 6 and/or this paragraph 7 is capable of remedy, Purchaser’s right to terminate is subject to the proviso that such breach has not been remedied by the Supplier within a reasonable grace period set by Purchaser.
Supplier warrants that Deliverables: (a) are free from defects in design, materials and workmanship for a period of 12 months from the date of acceptance by Purchaser; (b) conform with all specifications attached or contained in the Order and all documentation and information provided by Purchaser for the Deliverables; (c) are fit for their intended purpose; (d) are new, unused (unless otherwise specified in this Order) and merchantable. To the extent services are to be provided hereunder, Supplier warrants that all work rendered shall be careful and proper and in full compliance with specifications and shall be in accordance with the current leading industry practices and with the highest engineering or other applicable professional standards. The foregoing warranties shall survive any testing, inspection or acceptance by Purchaser of Deliverables. The warranties set forth above shall not be subject to any disclaimer or exclusion of warranties or to any limitation of Supplier’s liability pursuant to the Contract.
Supplier and Purchaser (each as an “Indemnitor”) shall indemnify, hold harmless and defend the other (“Indemnitee”) from and against all third party claims alleging bodily injury, death or damage to a third party’s tangible property, but only to the extent caused by the Indemnitor or its subcontractor’s negligent acts or omissions. If the injury or damage is caused by the parties’ joint or contributory negligence, the loss and/or expenses shall be borne by each party in proportion to its degree of negligence.
Indemnitee shall provide the Indemnitor with prompt written notice of any third party claims covered by this paragraph. Indemnitor has the unrestricted right to select and hire counsel, and the exclusive right to conduct the legal defense and/or settle the claim on the Indemnitee’s behalf. Indemnitee shall not make any admission(s) which might be prejudicial to Indemnitor and shall not enter into a settlement without the express permission of Indemnitor. The indemnity for both the Supplier and Purchaser shall be limited to the amount of professional services covered as part of the Contact.
10. INTELLECTUAL PROPERTY
Supplier warrants that Purchaser and its customers may freely use, resell or otherwise deal with Deliverables without infringement of patents, copyrights, trademarks, trade secrets or other intellectual property rights held by Supplier or any third party. Supplier agrees to indemnify and hold harmless Purchaser from any claim, action, cost or damage whatsoever arising from the alleged or actual infringement of any patent, trademark, copyright, industrial design or other intellectual property right resulting from the purchase and sale, use, or resale of Deliverables. If Deliverables or any activity in connection therewith are held to be an infringement and their use is enjoined, Supplier shall promptly, at the option of Purchaser, secure for Purchaser the right to continue using or reselling Deliverables; replace Deliverables with non-infringing Deliverables; modify Deliverables such that they are no longer infringing; or, if unable to do any of the foregoing, remove the infringing Deliverables and indemnify Purchaser for any direct or indirect losses, costs or damages resulting from such infringement.
11. CONFIDENTIAL INFORMATION
Unless otherwise expressly stated in writing, all information including general business information, financial data, technical data, reports, photographs, electronic files, specifications, software, drawings, tools, dies, patterns, plans methods or other intellectual property (collectively, the “Information”), supplied, conceived or prepared by Supplier or by Purchaser or both in connection with the Contract, shall be the property of Purchaser, shall be considered confidential, shall not, at any time, be disclosed to a third party by Supplier without written consent of Purchaser and shall be used solely for the purpose of supplying Deliverables. Upon termination of the Contract, Purchaser may request Supplier to deliver all the Information to Purchaser and such Information shall not be utilized, directly or indirectly, by Supplier for the use or benefit of Supplier or any other person.
Prices specified in the Contract shall, unless otherwise expressly stated, be fixed in Canadian dollars inclusive of all duties of any kind and all packaging and loading, but exclusive of any federal or provincial taxes (GST/PST) which shall be shown as a separate line item on Supplier’s invoice. Invoices will be paid within 45 days from receipt of an accurate and complete invoice by Supplier, unless a discount is permitted for payments made within another period. Purchaser shall be entitled to set-off against any amounts owing to Supplier, any amounts owing by Supplier hereunder, including, under paragraph 13.
13. EXPORT CONTROL, CUSTOMS AND FOREIGN TRADE REGULATIONS
Supplier shall comply with all applicable export control, customs and foreign trade regulations (“Foreign Trade Regulations”), and shall obtain all necessary export licenses, unless Purchaser or any party other than Supplier is required to apply for the export licenses pursuant to applicable Foreign Trade Regulations. Supplier represents and warrants that it complies with all economic sanctions laws of Canada, the United States, and the European Union including, but not limited to, the Special Economic Measures Act, the Freezing Assets of Corrupt Foreign Public Officials Act, the Justice for Victims of Corrupt Foreign Officials Act (Sergei Magnitsky Law), the United Nations Act, the Criminal Code, and all regulations thereto (“Sanctions Laws”). Supplier further represents and warrants that none of the Deliverables, components of Deliverables, or technical services related to Deliverables, have been sourced from any country, individual, or entity in contravention of Sanctions Laws applicable to the Supplier or Purchaser
Supplier will provide to Purchaser in writing, at least two weeks prior to the shipment date of Deliverables, and in case of changes without undue delay: (i) information necessary for a true, valid and complete customs declaration to be made by Purchaser to the Canada Border Services Agency (“CBSA”) or any other declaration or permit application to any other government authority; (ii) certificates and other proof of origin of Deliverables to qualify for available duty-free or preferential duty under Canadian law; and (iii) for Deliverables subject to the re-export regulations of the United States of America (the “U.S.”), or containing U.S. parts manufactured under a U.S. license, the Export Control Classification Number (ECCN) for each item and any other information required under applicable laws. Supplier will immediately notify Purchaser of any investigation by a governmental authority as to origin of Deliverables or as to whether any export or re-export controls apply, and will fully participate and cooperate in any such review or audit, including any appeals. Supplier shall be liable for any expense, loss and/or damage incurred by Purchaser due to any breach of its obligations under this section.
Purchaser shall not be obligated to fulfill the Contract if such fulfillment is prevented by any impediments arising out of national or international foreign trade or customs requirements or any embargoes or other Sanction Laws.
14. ENVIRONMENTAL PROTECTION, DUTIES TO DECLARE
Should supplier deliver products which are subject to statutorily-imposed substance restrictions and/or information requirements (e.g. REACH, RoHS), Supplier shall declare such substances in the web database BOMcheck (www.BOMcheck.net) or in a reasonable format provided by Purchaser no later than the date of first delivery of products. The foregoing shall only apply with respect to laws which are applicable in the jurisdiction of registration of Supplier or Purchaser, or at the designated place of delivery requested by Purchaser. Furthermore, Supplier shall also declare all substances which are set out in the so-called “Purchase list of declarable Substances” applicable at the time of delivery in the manner described above.
Supplier shall, before commencing any work hereunder, at its own expense, procure and maintain with public bodies or insurance companies acceptable to Purchaser (a) Workplace Safety and Insurance Board insurance (“WSIB”) (or the equivalent thereof outside of Alberta) when work is performed on the property of Purchaser or its customer, and shall provide Purchaser with a certificate of clearance from the WSIB; and (b) Comprehensive General Public Liability Insurance, including coverage for contractual liability, bodily injury, product and completed operations liability and property damage with a minimum limit of $2,000,000 per occurrence. Upon request, Supplier shall provide Purchaser with a certificate evidencing such insurance coverage, which shall include Purchaser as additional insured and shall state that 30 day notice of cancellation or modification of the insurance coverage shall be given to Purchaser.
16. FORCE MAJEURE
Neither party shall be liable for any delay or failure of performance due solely to causes beyond its control without its fault or negligence including without limitation acts of God, strikes, fires, war, riot, flood, provided that Supplier has given notice in writing to Purchaser of any such cause for delay or anticipated delay promptly after first obtaining notice thereof and has used reasonable commercial efforts to make deliveries as expeditiously as possible taking such cause for delay into account. Should Supplier be unable, due to such a cause, to meet all of its delivery commitments for Deliverables ordered pursuant to the Contract, Supplier shall not give preference to any other customer in making deliveries of such Deliverables. If Purchaser believes that the delay or anticipated delay in Supplier’s deliveries may impair its ability to meet its production schedules or may otherwise interfere with its operations, Purchaser may at its option, and without liability to Supplier, cancel outstanding deliveries hereunder wholly or in part.
No assignment of the Contract or of monies due or to become due hereunder shall be made by Supplier without prior written consent of Purchaser. Purchaser in its sole discretion may assign its rights hereunder to its affiliates or to third party purchasers. Paragraphs 8,9,10,11 and 18 shall survive termination and expiration of the Contract. The parties hereby agree that the International Sale of Goods Act (Ontario) will not apply to Deliverables or this purchase. Failure or delay by either party in enforcing any right or provision of the Contract shall not be deemed a waiver of such provision or right. A determination that any provision in the Contract may be unenforceable or invalid shall not affect the enforceability or validity of the remaining provisions in the Contract.
18. GOVERNING LAW AND JURISDICTION
The Contract shall be governed by, construed and interpreted in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein, without regard to its conflict of laws principles. Each party agrees that claims and disputes arising out of this Contract must be decided exclusively in a federal or provincial court of competent jurisdiction located in a province in which Purchaser maintains its principal place of business. Each party submits to the personal jurisdiction of such courts for the purpose of litigating any claims or disputes.
19. INDEPENDENT CONTRACTOR
Purchaser and Supplier are two independent entities. Supplier is engaged as an independent contractor solely for the purpose of providing the Deliverables. Supplier is solely responsible for all losses and expenses in respect of performing its obligations hereunder.
All notices given hereunder shall be in writing and may be sent by registered mail, courier, facsimile transmission, or electronic mail if also sent by regular or registered mail, and addressed to the receiving party at the address set out in the Order or as subsequently agreed between the parties. Notices shall be deemed to be given when received by the other party.
21. CANCELLATION AND CHANGES
The right is reserved to Purchaser to either cancel this Order in whole or in part or to change it at any time, including additions or deletions to quantities, upon notice in writing to Supplier. If cancellation takes place, delivery shall be accepted at the purchase price of all Deliverables completed prior to receipt of notice of cancellation. Supplier shall immediately comply with such notice and take all steps necessary to minimize the cost of terminating or changing the Contract. If changes affect delivery or price, Supplier shall immediately notify Purchaser. Except as otherwise agreed in writing, Purchaser shall not be liable for any costs arising from such notice, including but not limited to loss of anticipated profits or loss of opportunity.
If Supplier ceases to conduct its operation in the normal course of business (including inability to meet its obligations as they mature), whether voluntarily or involuntarily, or if any proceeding under the bankruptcy or insolvency laws is brought by or against Supplier, or a receiver for Supplier is appointed or applied for, or an assignment for the benefit of creditors is made by Supplier, or it has not, to the satisfaction of Purchaser, complied with any of the requirements contained in paragraph 13, Purchaser may terminate the Contract without liability, except for deliveries previously delivered in accordance with the Contract.
23. LIMITATION OF LIABILITY
Notwithstanding any other provision in the Contract or any applicable statutory provisions, neither party hereto shall not be liable to the other party, its affiliates or agents for indirect, special, consequential, incidental or punitive damages arising directly or indirectly from any breach of the Contract or from any acts or omissions of its officers, employees or agents which may give rise to any liability (whether in tort, including for negligence, strict liability or under any other theory of legal liability). In no event shall the aggregate liability of either party exceed the purchase price of the Contract.
24. INDUSTRIAL REGIONAL BENEFITS
This Order may be entered into partial fulfillment of Industrial Regional Benefits (IRB) commitments on behalf of Purchaser to the Government of Canada. Supplier may be required to identify the Canadian Content Value (CCV) of the Deliverables supplied hereunder.
Code of Conduct for NPTS Suppliers
This Code of Conduct defines the basic requirements placed on suppliers of goods and services to NorthPoint Technical Services, ULC (“NPTS”) concerning their responsibilities towards their stakeholders and the environment. NPTS reserves the right to reasonably change the requirements of this Code of Conduct due to changes of the NPTS’ internal compliance policies. In such event, NPTS expects its suppliers to accept such reasonable changes.
The Supplier hereby covenants: 1. Legal compliance
a. to comply with all applicable laws .
2. Prohibition of corruption and bribery
a. to tolerate no form of and not to engage in any form of corruption or bribery, including any payment or other form of benefit conferred on any government official for the purpose of influencing decision making in violation of law.
a. to employ no workers under the age of 15 or, in those countries subject to the developing country exception of the ILO Convention 138, to employ no workers under the age of 14.
If requested by NPTS, Supplier shall, not more than once a year, either – at NPTS’ option – provide NPTS with (i) a written self-assessment in the form provided by NPTS, or (ii) a written report approved by NPTS describing the actions taken or to be taken by us to assure compliance with the Code of Conduct. Supplier further agrees that NPTS or a third party appointed by NPTS shall be entitled (but not obliged) to conduct – also at Supplier’s premises – inspections in order to verify compliance with the Code of Conduct. NPTS hall bear all fees and expenses in connection with such inspection. Any inspection may only be conducted upon prior written notice of NPTS, during regular business hours, in accordance with the applicable data protection law and shall neither unreasonably interfere with our business activities nor violate any of our confidentiality agreements with third parties.
The parties hereto agree that this Code of Conduct is subject to the substantive law that governs the Terms and Conditions that this Code of Conduct is attached to and that has been entered into by the parties.