(1) "Purchase Order" means a purchase order issued pursuant to these terms and conditions.
(2) "Buyer" means the Nova Scotia College of Art and Design.
2. Acceptance of Conditions
(1) By accepting the order or any part of it, the Vendor agrees to and accepts all of the following terms and conditions, and any other terms and conditions incorporated by reference or appended to any purchase order issued pursuant to these terms and conditions ("Purchase Order"), and any Purchase Order is open for acceptance only upon those terms and conditions.
(2) The Buyer may insist upon strict compliance with these terms and conditions despite any previous custom, practice or course of dealing to the contrary.
(3) Where the context requires, the word “goods” shall be read as including services.
3. Delivery Required
(1) Where the Vendor fails to deliver the goods on or before the Delivery Required date, the Buyer may cancel a Purchase Order or any part of it without prejudice to its other rights, and may return at the Vendor’s expense part or all of any shipment of goods received after the Delivery Required date, unless such late shipment has been approved, and, irrespective of whether this order is canceled, the Buyer may charge the Vendor with any loss or expense sustained as a result of the late delivery or failure to deliver.
(2) Despite anything in a Purchase Order, where a Delivery Required date is stated in the Purchase Order, timely delivery is of the essence and the Vendor shall be responsible to ensure that such delivery is made, and shall advise the Buyer immediately of any anticipated delays and the reasons therefor.
4. Right of Inspection
(1) All goods received shall be subject to the Buyer’s inspection and rejection.
(2) The Vendor shall bear the cost of delivery and inspection of defective, non-conforming, unordered or otherwise rejected goods.
(3) No rejected goods shall be replaced without a new Purchase Order.
(4) Where additional work is required to meet specification requirements, that work shall be arranged forthwith by the Vendor, and shall be carried out at no extra cost to the Buyer.
(5) Unauthorized late deliveries, unordered goods, defective goods, and goods not in accordance with the Buyer’s specifications shall be held for 30 days for the Vendor’s instructions and at the Vendor’s risk, and where the Vendor so directs, shall be returned at the Vendor’s expense.
(6) Payment for goods prior to inspection shall not constitute an acceptance of those goods.
(7) Where goods are rejected, any allowance for the price of those goods shall be deducted from payments made in respect of total shipments.
5. Exact Order
(1) Any Purchase Order is for the exact quantity stated, and no overrun will be chargeable to the Buyer unless approved by the Buyer in writing prior to shipment.
(2) No costs additional to those stated on the Purchase Order shall be chargeable to the Buyer unless approved by the Buyer in writing prior to shipment.
6. Force Majeure
Neither the Buyer nor the Vendor shall be responsible for delays or defaults in respect of any Purchase Order that result from war (whether or not declared), riot, terrorism, fire, flood or other acts of God, or acts of the Queen or Her enemies, but the party claiming relief under this provision shall notify the other party forthwith as soon as such a delay or default is anticipated.
7. Warranties By Vendor
(1) The Vendor warrants that all goods shall
(a) conform to any sample, specifications, drawings or other description furnished to or adopted by the Buyer; and
(b) be of merchantable quality, free from any defect in material or workmanship and fit for any purpose expressly disclosed by the Buyer to the Vendor.
(2) The Vendor warrants that it has good and marketable title to the goods and that neither the supply of any goods to the Buyer nor the use of those goods by the Buyer shall constitute an infringement of any patent, invention, trade mark, copyright or similar proprietary interest belonging to any third party, and the Vendor shall indemnify the Buyer and shall save the Buyer harmless from and against any and all claims, liabilities or costs (including legal costs on a solicitor and client basis) to which the Buyer is exposed by reason of any such infringement.
No modifications of, or additions to, the provisions or conditions of any Purchase Order will become part of it unless accepted in writing by the Buyer.
Any Purchase Order may not be assigned, sub-contracted or otherwise transferred in whole or in part to any other supplier, except with the prior written consent of the Buyer.
10. Electrical Equipment
All electrical equipment must be C.S.A. (Canadian Standards Association) and/or Electrical Safety Authority approved and marked.
Under W.H.M.I.S., Material Safety Data Sheets are required to be sent to the Director of Facilities at NSCAD University.
12. Compliance with Laws
Whether the Purchase Order refers to manufactured items or to work, the Vendor warrants and agrees it has complied, and will comply, with all applicable Workers' Compensation Board and Employment Insurance Laws if the work is done on the Buyer's premises, and all other applicable laws, codes, regulations, rules and orders. The Vendor agrees to indemnify the Buyer and save the Buyer harmless if the Vendor fails to comply with the foregoing and, in the event of such failure, the Buyer may cancel the Purchase Order. The Vendor warrants that the prices set forth in the Purchase Order are valid under all pertinent laws, orders and regulations.
13. Applicable Law
Any Purchase Order shall be construed and governed by the laws of the Province of Nova Scotia.
14. Paragraph Headings
The paragraph headings in these terms and conditions are for reference only and do not form part of any Purchase Order.