TORONTO CATHOLIC DISTRICT SCHOOL BOARD (TCDSB), Materials Management Department

1.

PURCHASE ORDER REQUIRED: TCDSB shall not be responsible for goods and services provided to suppliers without a Purchase Order containing a sequential P.O. Number.  The TCDSB will not be responsible for any verbal changes to a Purchase Order except for a cancellation.

2.

BACKORDERS: A backorder is any portion of this order which cannot be filled now.  Consignee on packing slip must be notified if there are any items which you cannot supply.

3.

DELIVERY: In all cases, delivery shall be made in such quantities and at such time as may be ordered to any school in the Metropolitan Toronto school area. Vendors will be required to make deliveries of all articles, required under any contract, within reasonable time after receipt of an official purchase order from the Board.

4.

QUANTITIES: Shown are the requirements for which the Board, will accept delivery. Vendors agree to supply the quantity at the price stated in the purchase order.

5.

PAYMENT: The Vendor will be paid in Canadian funds for deliveries made under these conditions.  The Board payment terms are Net 30 days.

6.

7.

INVOICING: Original invoice covering the goods or services must be sent to: 80 Sheppard Avenue East, Toronto, ON M2N 6R8, Attn: Accounts Payable.    Failure to do so will delay payment.

8.

PRICES: Prices shall include all packing, shipping, prepaid cartage, freight and postage, unless otherwise specified on the Purchase Order.  Prices shown are F.O.B. destination. Vendor shall not execute Order at prices higher than those shown on the Purchase Order without the prior written approval of the Materials Management Department or School Principal.

9.

PAYMENT: TCDSB shall pay all invoices for goods and/or services provided pursuant to an authorized Purchase Order within 30 days of TCDSB receipt of an invoice accompanied by all documentation required hereunder or in any other agreement with the TDCSB.

10.

FEDERAL & PROVINCIAL TAXES: Where applicable, taxes shall be shown separately on invoices submitted.  All taxes, export duties, fees, banking, charges and other charges incurred on the Commodity shall be the responsibility of the Vendor and for the Vendor’s account.

11.

DELIVERY REQUIREMENTS, SIGNATURE FOR DELIVERY AND PROOF OF DELIVERY: Detailed packing slip bearing Purchase Order Number must accompany all goods.  Signature must be obtained from a Board employee for all deliveries.  Failure to do so will delay payment.

12.

COMMODITIES LOST OR DAMAGED IN TRANSIT: Loss or damage of during transit is the responsibility of Vendor. Any goods received in a damaged condition must be replaced immediately by Vendor. TCDSB shall not bear any portion of the cost of such replacement.

13.

DELAYS IN SHIPMENT: In the event of failure or delay in delivery of the Commodity due to any reason whatsoever, Vendor shall, without prejudice to the other rights of TCDSB, reimburse to TCDSB all actual costs incurred by TCDSB in respect of the Commodity as a result of such failure or delay in delivery of the Commodity. Vendor shall notify the Materials Management Department immediately if it cannot deliver by the date specified on the Purchase Order.

14.

FORCE MAJEUR: TCDSB shall not be liable for any delay or failure in taking delivery of all or any part of the Commodity, or for any other default in performance of this Contract due to the occurrence of any event of force majeure ("Force Majeure") including without limitation any act of God, law, regulation, order, direction or guidance of any government or instrumentality thereof, intervention of civil, naval or military authorities, war or hostilities or the threat of apprehension thereof, warlike condition, riot, civil commotion, insurrection, mobilization, revolution, blockade, embargo, strike, lockout, slowdown, sabotage, fire, explosion, plague or other epidemic, quarantine, prolonged failure or shortage of electric current, shortage of petroleum products, fuel or energy sources or other raw materials, accidents to or breakdown of machinery or plant, unavailability or shortage of shipping space or transportation facilities, port facilities or loading or unloading facilities, perils of the seas, accident of navigation, or any other event of any nature whatsoever beyond the control and affecting the activities of TCDSB. On the occurrence of any event of Force Majeure, TCDSB shall have the option either (i) to extend the time of taking delivery of the Commodity or performing its other obligations under this Contract during such period as the event of Force Majeure shall continue or (ii) to terminate unconditionally this Contract wholly or partially. In the event of TCDSB exercising such option, Vendor shall accept such extension of time or termination as the case may be, without any claim against TCDSB.

15.

VENDOR’S REPRESENTATIONS AND WARRANTIES: Vendor warrants: (a) the quality, safety, merchantability and fitness of the Commodity for purposes indicated, expressly or impliedly, by TCDSB; (b) that the Commodity conforms to the samples provided by Vendor to TCDSB and all specifications and product literature supplied by Vendor or its agents and representatives to TCDSB; and (c) that the Commodity will be fit and sufficient for the purposes intended. If the Commodity fails to conform to the foregoing warranty, Vendor shall, at its own expense, render TCDSB or any party claiming through TCDSB all such service or assistance as TCDSB may reasonably request in enforcing the aforementioned Warranty.

16.

VENDOR’S INTELLECTUAL PROPERTY REPRESENTATIONS AND WARRANTIES: Vendor represents and warrants that the Commodity and its sale and distribution by TCDSB does not infringe upon the intellectual property and other rights of any person, firm or corporation. Vendor shall indemnify and hold TCDSB forever harmless from (i) any product liability, and (ii) all liability for infringement of patent, trademark, brand, utility model, design, pattern, copyright or other industrial property rights in the Commodity. Vendor shall obtain and maintain for a period of at least two years following the last shipment hereunder product liability insurance in the minimum amount of $2,000,000 U.S. with insurers satisfactory to TCDSB. All such insurance policies shall provide that they are non-cancellable and not subject to amendment except on 30 days notice to TCDSB, be subject to TCDSB approval and TCDSB shall named as an additional insured thereon. In the event that any dispute and/or claim arises in connection with such product liability or the above right and/or rights, TCDSB reserves the right to terminate unconditionally this Contract or any part hereof at TCDSB discretion and Vendor shall be responsible for all loss and/or damage caused thereby or resulting there from.

17.

VENDOR’S DEFAULT: In the event that Vendor fails to perform any provision of this Contract or of any other contract with TCDSB, or is in breach of any express or implied term hereof, or becomes insolvent, or makes an assignment for the benefit of its creditors, or is adjudicated bankrupt or suffers a receiver to be appointed to its business, or makes a material liquidation of its assets, or ceases to do business or to exist, TCDSB reserves the right to terminate unconditionally this Contract or any part hereof or any other contracts with Vendor, to reject the Commodity or to dispose of it for the account of Vendor at a time and price which TCDSB deems reasonable, and Vendor is bound to reimburse TCDSB for any loss or damage sustained there from, including without limitation loss of profits obtainable from resale by TCDSB of the Commodity and damages caused to any customer purchasing the Commodity from TCDSB.

18.

RIGHTS AND REMEDIES CUMULATIVE: The rights and remedies of TCDSB hereunder are cumulative and in addition to TCDSB rights, powers and remedies existing at law all of which are expressly reserved. No failure by TCDSB to give written notice of any default by Vendor in performing any provision of this Contract shall constitute a waiver thereof, nor shall any delay by TCDSB in enforcing any of its rights hereunder or at law be deemed a waiver of such rights nor shall a waiver by TCDSB of any default of Vendor be deemed a waiver of any other or subsequent default.

19.

NO ASSIGNMENT BY VENDOR: Vendor shall not transfer or assign this purchase order (contract) or any part hereof without TCDSB prior written consent.

20.

ARBITRATION: All disputes, controversies or claims arising out of or in connection with this purchase order (contract) in any manner whatsoever including without limitation respecting its formation, execution, validity, application, interpretation, performance, breach, termination, enforcement and the damages and/or other remedies resulting from breach, non-performance or non­-compliance with this agreement shall be finally determined under the Arbitrations Act (Ontario). The award shall be final and binding upon the parties hereto, and judgement on such award may be entered in any court or tribunal having jurisdiction there over.

21.

GENERAL CONTRACTUAL TERMS: This purchase order (contract) constitutes the entire agreement between the parties hereto with respect to the Commodity covered hereby and to the extent of the Commodity supersedes all prior or contemporaneous communications or agreements with regard to the subject matter hereof. This Contract may not be modified or terminated nor may any right be waived except either in writing signed. This purchase order and the contract resulting there from shall be governed by and construed in accordance with the laws of the Province of Ontario.