Purchase Order Terms and Conditions

1. Definitions & Applicability

These Terms and Conditions (“Terms”) govern all purchases of products (“Goods”) and services (“Services”) by Vicwest Inc. or any of its Affiliates (“Vicwest”).

They supersede all prior discussions and prevail over any conflicting terms proposed by the Vendor (“Supplier”). Acceptance of any Purchase Order implies full agreement with these Terms.

2. Orders & Changes

(a) Vicwest may issue orders specifying Goods or Services, quantities, delivery dates, and other relevant details. Supplier shall confirm each order in writing (including by way of electronic communications). The Supplier may accept the purchase order within 10 (ten) working days of receipt. Any acceptance after this period shall not be binding on Vicwest unless otherwise agreed by Vicwest.

(b) Vicwest may make changes at any time to drawings, designs, materials, specification, packaging, delivery schedules, or methods of shipment or packaging on any item. If such changes result in an increase or decrease in cost, an equitable adjustment of price and delivery schedules will be made. Any price or schedule adjustments must be agreed in writing.

3. Delivery & Performance

(a) Supplier shall deliver Goods or complete Services on the date(s) and at the location specified by Vicwest. Supplier shall not deliver the Goods in instalments without Vicwest’s prior written consent.

(b) Time is of the essence under this contract. Supplier shall follow the time and quantity schedule shown in the purchase order. Supplier shall promptly inform Vicwest should there be any delay in delivery. Late performance entitles Vicwest to cancel the order and/or seek damages.

(c) Title to Goods passes to Vicwest on delivery, without prejudice to Vicwest’s right to inspect and reject nonconforming Goods. Supplier shall preserve, pack, package and handle the Goods so as to protect the Goods from loss or damage and in accordance with industry best practices in the absence of any specifications Vicwest may provide. Supplier shall observe the requirements of any local laws and regulations relating to hazardous work, including, without limitation, with respect to its accompanying information, packing, labelling, reporting, carriage and disposal.

(d) Goods delivered in advance of the scheduled delivery date may, at Vicwest’s option, be returned at the Supplier’s expense.  In the event of late delivery, Vicwest may require expedited shipping at the Supplier’s cost.

4. Inspection & Rejection

(a) Vicwest may inspect delivered Goods or completed Services and reject any portion that is nonconforming or defective.

(b) At Vicwest’s option, Vicwest may demand repair, replacement, re-performance, all at the Supplier’s sole expense, or a price reduction.

(c) Acceptance does not waive any of Vicwest’s rights or remedies arising from defects or breaches discovered later.

(d) Vicwest reserves the right to send inspectors into the Supplier’s premises to inspect materials or equipment at any stage of manufacture, and to audit relevant data to verify compliance with specifications.

5. Pricing & Payment

(a) Unless otherwise agreed in writing, the purchase price in the purchase order will include all packaging, delivery and insurance charges and all sales taxes (Federal, State, VAT, GST, HST, etc.) and excise, customs duties and fees, anti-dumping and countervailing duties, and similar fees and charges whether now in effect or hereafter enacted. Supplier will, at Vicwest’s request, break-out from the price all such taxes and other charges, in its invoices. If a price is omitted from the purchase order, it shall be deemed to be the Supplier’s lowest prevailing market price.

(b) Supplier shall invoice upon completion of delivery (Goods) or performance (Services).

(c) Vicwest shall pay properly invoiced amounts within 60 days from receipt of invoice, subject to any set-off or dispute. A properly prepared invoice must include the purchase order number, and Vicwest will accept no liability whatsoever for invoices, delivery notes or other communications that do not bear such purchase order number. Each package must display the Vicwest purchase order number.  All shipments must include packing lists detailing material description, quantity, purchase order number, and part number where applicable.  When invoicing for goods shipped by a third party, the invoice must state the shipper’s name and origin point.

6. Warranties

(a) Goods: Supplier warrants that all Goods shall be free and clear of all liens and encumbrances. Supplier warrants that Goods are free from defects, conform to agreed specifications, are fit for purpose, and do not infringe any third-party rights.

(b) Services: Supplier warrants that Services are performed diligently, using competent personnel and in compliance with applicable laws, including with respect to holding any permits, licenses, and other documentation required from Supplier/Supplier’s personnel for its performance hereunder.

(c) Any breach entitles Vicwest to correction, replacement, refund, or other available remedies. In the event of failure of Supplier to correct defects or replace non-conforming Goods or Services promptly, Vicwest, after reasonable notice to Supplier, may make such corrections or replace such material and services and Supplier shall be responsible for reimbursement of the cost incurred by Vicwest doing so. Supplier shall retain the risk of loss up until Vicwest’s acceptance of the remedied Goods or Services.

7. Confidentiality

Supplier shall treat all non-public information from Vicwest (including product details, specifications, and commercial data) as confidential. Supplier shall not disclose or use such information for any purpose other than fulfilling Vicwest’s orders, without Vicwest’s prior written consent.

8. Intellectual Property

(a) Vicwest owns all Intellectual Property including but not limited to patents, trademarks, copyrights, and trade secrets (“IP”), in any drawings, documents, specifications, or other materials it provides.

(b) Supplier assigns to Vicwest (or grants a perpetual, royalty-free licence for) any IP created under these Terms specifically for Vicwest and Supplier shall execute any documents necessary for such assignment at the request of Vicwest.

(c) Supplier shall defend and indemnify Vicwest for any losses, liabilities, costs, expenses (including reasonable legal fees) in connection with IP infringement claims arising from Goods or Services (except to the extent caused by Vicwest’s specifications). If use of Goods or Services is, or is likely to be, restricted due to an IP infringement claim, the Supplier shall, at Vicwest’s option: (i) refund all amounts paid upon return of the Goods or Services; (ii) modify the Goods or Services to be non-infringing with equivalent functionality; or (iii) obtain, at its expense, the right for continued use and distribution.

9. Indemnification & Liability

(a) Supplier shall defend, indemnify, and hold Vicwest harmless against any losses, liabilities, costs, expenses (including reasonable legal fees), claims, or damages arising out of defects in Goods or Services, including product liability claims and liabilities caused by, or resulting from, Goods supplied hereunder, or from Supplier’s negligence or breach. Where Supplier performs work on Vicwest’s premises, Supplier shall indemnify Vicwest against any loss or damage to persons or property arising from such operations

(b) Neither party shall be liable for indirect or consequential damages, except as otherwise stated by law or these Terms. Vicwest’s liability arising out of the relevant purchase order shall not exceed the greater of the amount actually paid or payable to Supplier under the relevant purchase order. Nothing in these Terms will exclude, limit or restrict either Party’s liability for fraud or any other matter in respect of which liability cannot by applicable law be limited.

10. Insurance

(a) Supplier must maintain, and make available for inspection, the minimum insurance coverage for all relevant insurances set out below:

      i. Public/Products Liability: CAD 5 million each and every claim but in the aggregate in relation to Products liability.

      ii. Professional Indemnity: CAD 5 million each and every claim but in the annual aggregate (if Services are of a professional nature).

(b) Depending on the nature of the Goods or Services, Vicwest may require Supplier to carry additional insurance limits and/or coverages.

11. Termination

(a) Vicwest may cancel any order if Supplier fails to comply with these Terms, becomes insolvent, or cannot deliver in the agreed time.

(b) Vicwest may, for its convenience, cancel or suspend all or part of an order with reasonable notice, in which case it shall pay Supplier for conforming Goods delivered or Services completed up to cancellation.

12. Compliance with Law

(a) Supplier warrants that all Goods and Services comply with applicable laws, regulations, and codes including those relating to: (a) anti-bribery and anti-corruption; (b) trade sanctions, export/import controls, and customs; and (c) modern slavery, forced labour, human trafficking, and child labour. Supplier must maintain all licences and permits as required, ensure its personnel, agents, and subcontractors comply, and provide documentation of compliance at Vicwest’s request.

(b) Supplier agrees to comply with the Kingspan Supplier Code of Conduct, and all applicable Vicwest policies, including Vicwest’s Anti-Bribery and Anti-Corruption, Trade Sanctions and Export Controls, and Modern Slavery and Human Rights policies, in their most current versions as available at: Policies | Kingspan Group in the provision of Goods or performance of Services to Vicwest.

(c) Vicwest will monitor the operations of the Supplier, to the extent permissible under applicable legislation, to assess and ensure its compliance with the Kingspan Supplier Code of Conduct. Our monitoring program consists of on-site inspections (or audits) and periodic self-evaluations by the Supplier of the Supplier’s premises and those of the Supplier’s subcontractors.

(d) To the extent any local legislation contains mandatory requirements applicable to the Goods and/or Services, or the Parties relations hereunder, the Parties agree to accommodate such requirements for relevant jurisdictions as appropriate.

13. Force Majeure

Neither party is liable for delays or failure to perform due to events beyond their reasonable control (e.g., natural disasters, government actions, labour disruptions, cyber incidents, wars, embargoes, and pandemics). The affected party shall promptly notify the other in writing and use diligent efforts to resume performance. Extended force majeure may permit either party to terminate further performance by notice in writing to the other party if performance has been suspended for more than eight (8) weeks.

14. Assignment & Set-Off

(a) Supplier shall not assign or subcontract any purchase order or any part thereof or any right hereunder without Vicwest’s written consent. If Supplier engages a subcontractor, it remains fully responsible to Vicwest for their actions or omissions.

(b) Vicwest may set-off against amounts payable to Supplier hereunder or any claim or charge it may have against Supplier, whether arising out of this or any other transaction with Supplier.

15. Governing Law & Disputes

(a) These Terms are governed by and interpreted under the laws of Province of Ontario (or, where relevant, the laws of the jurisdiction expressly stated in Vicwest’s purchase order). The courts of that jurisdiction will have exclusive authority to resolve disputes.

(b) To the extent permitted by laws of relevant jurisdiction, prior to initiating any formal dispute resolution the parties shall seek to resolve disputes in good faith. On written request, each party shall appoint a knowledgeable business representative to meet and negotiate. The representatives may agree to use mediation or other procedures. Such discussions shall be treated as confidential settlement communications. If not resolved within 30 calendar days (or longer if agreed), either party may proceed under Section 15.

(c) To the extent permitted by laws of relevant jurisdiction, the time period for bringing claims hereunder shall expire after two (2) years upon delivery of Goods / Services.

16. Miscellaneous

(a) Vicwest’s failure to enforce any right does not waive that right.

(b) If any provision is held invalid, the remaining provisions remain in effect.

(c) All obligations regarding insurance and indemnity survive termination.

(d) Confidentiality obligations survive for five (5) years from disclosure and for trade secrets, indefinitely. On request, Supplier shall promptly return or securely destroy Confidential Information and certify destruction. Vicwest is entitled to injunctive relief for threatened breach.

(e) These Terms, together with any purchase order and written contract (if any), constitute the entire agreement.

NOTE: These Terms apply in conjunction with and subject to any separate written contract duly signed by both parties. If there is a conflict, the terms of the signed contract will prevail.

Kingspan Supplier Policy

The Supplier acknowledges Kingspan’s Supplier Code of Conduct available here and agrees that all relevant personnel will adhere to its principles throughout the duration of this engagement.