Purchase Orders Terms & Conditions
CONTRACT: This purchase order, together with any documents expressly incorporated herein by reference, constitutes the entire agreement between Vendor and Wallace Construction Specialties Ltd. (hereafter referred to as “Wallace”). No modifications of, or addition to, this purchase order shall be effected by any acknowledgement form or other documents submitted by Vendor containing additional, or different terms or conditions. Neither party shall claim any modification, amendments or release from any of the terms or conditions contained herein except by mutual written agreement to that effect between Vendor and an authorized representative of Wallace.
ACKNOWLEDGEMENT: Vendor to acknowledge receipt and pricing on the purchase order and state when shipment will be made.
SHELF LIFE: Wallace will not accept product with a shelf life of less than 6 months from date of receipt without prior written approval from a member of Wallace’s purchasing team. Product received with a shelf life of less than 6 months will be returned to the vendor at the vendor’s expense,
INVOICE INSTRUCTIONS: Invoices for more than one purchase may not be combined.
RESPONSIBILITY: Wallace will not be responsible for material or supplies furnished without an order from Wallace, properly approved in writing.
CANCELLATION: Wallace reserves the right to cancel if not delivered within the stated time.
WARRANTY AND INDEMNITY: Vendor expressly warrants that all goods delivered on this order will conform to any sample and specifications, drawings or other description furnished or adopted by Wallace and will be fit and suitable for their intended purpose, of merchantable quality, of good material and workmanship and free from defect. Vendor will indemnify Wallace against and save it harmless and defend it from all liability for loss, damage, or injury to persons or property in any manner arising out of, or incident to, performance of this order, such indemnification to survive delivery of the material supplied under this order.
INSPECTION AND REJECTION: All goods shall be delivered subject to inspection and payment shall not constitute acceptance as to quality or quantity. Vendor will bear the cost of delivery and inspection of defective goods rejected by Wallace and such goods may be returned to Vendor at Vendor’s expense.
EXCESS SHIPMENT: Goods shipped in excess of specified quantities may be returned to Vendor at Vendor’s expense.
INSURANCE: Vendor will, at its own expense, maintain Commercial General Liability insurance in the amount of $5,000,000, remaining in effect until the expiration of the Vendor’s warranty. Vendor will also carry Automobile Liability Insurance in the amount of $2,000,000 and Workers Compensation Insurance as it might apply to providing product or services to Wallace.
PATENT LITIGATION: In the event that any suit or proceeding alleging infringement of any patent or alleging unfair competition resulting from similarity in the design or appearance of goods is brought against Wallace hereunder or any of its agents or vendees on account of any articles or devices furnished to Wallace under this order, Vendor agrees that it will promptly on notification of the commencement of any such suit or proceeding, assume defence thereof, and that it will pay and discharge all costs and expenses in defence thereof, and will also pay or satisfy all costs, damages, royalties or profits which may be decreed or awarded against said Vendor, its agents or vendees for or on account of any of the articles or devices so purchased and furnished by Vendor to Wallace in any or all suits or proceedings, and will save and protect Wallace harmless therefrom. If it desires, Wallace may be represented by its own counsel in any such suit or proceeding.
ASSIGNMENT: This order may not be transferred or assigned without the written consent of Wallace.
IMPORTS: Vendor, if outside Canada, agrees to furnish on request and at no extra charge to Wallace, all Custom Invoices, Declarations, Duties, and Sales Taxes and evidence of export/import as may reasonably be required to cover any materials on this order.