Purchase Order

Terms and Conditions

1. Applicability.  These PO Terms and Conditions will apply and govern regarding a purchase order provided. If any information is included on a hard copy PO (emailed or provided in person) other than just a purchase number, those items would be above and beyond these terms and still applicable as well as these standard terms.

2. Purchase Order. The Purchase Order, the PO Terms and Conditions, and any attachments and exhibits, specifications, drawings, notes, instructions, and other information, whether physically attached or incorporated by reference (collectively the “Purchase Order”), constitutes the entire agreement between the Purchaser and the Supplier.

3. Acceptance. Supplier will be deemed to have accepted the PO Terms and Conditions upon the earliest of: (a) Supplier’s signing and returning a copy of this Purchase Order to Purchaser, (b) Supplier’s shipping the Goods to Purchaser or invoicing the Purchaser for such Goods, (c) Supplier starting performance of the Services or invoicing the Purchaser for such Services, or (d) Supplier’s acceptance of this Purchase Order by other commercially acceptable means.

4. Supplier Forms. The Supplier may use its standard business forms to administer the goods or services under their PO Terms and Conditions, but use of such forms is for Supplier’s convenience only and does not alter the Purchase Order or the PO Terms and Conditions. PURCHASER WILL NOT BE BOUND BY, AND SPECIFICALLY OBJECTS TO, ANY TERMS OR CONDITIONS THAT ARE DIFFERENT FROM, INCONSISTENT WITH, OR IN ADDITION TO THESE PO TERMS AND CONDITIONS, UNLESS THE PURCHASER (a) SPECIFICALLY AGREES TO SUCH TERM OR CONDITION IN A WRITING SIGNED BY PURCHASER AND (b) ACKNOWLEDGES IN THAT WRITING THAT SUCH TERM OR CONDITION REPLACES, OR IS IN ADDITION, TO THE TERMS OR CONDITIONS IN THESE PO TERMS AND CONDITIONS.

5. Price and Payment. Unless expressly stated in the Purchase Order, the price specified in the Purchase Order is inclusive of all applicable taxes, freight, packaging, insurance, handling, permits, approvals, licenses, and other charges. Discount periods, if applicable, will commence on the date shipment is received or work has been completed. Purchaser is not required to pay invoices received more than 120 days after acceptance of the Goods or Services covered by the invoice. Supplier will use its reasonable best efforts to assist Purchaser in all legal efforts to minimize taxes resulting from performance of this Purchase Order.

6. Taxes. Each party will be responsible for identifying, paying, and reporting to the relevant authorities all taxes and other governmental fees and charges (and any penalties, interest, and other charges) that are imposed on that party or otherwise required by the transactions governed by this Purchase Order. Supplier may charge and Purchaser will pay applicable goods and services taxes or similar transaction taxes (“GST”) that Supplier is legally obligated to pay to governmental authorities (collectively, “Taxes”). Supplier’s original invoice to Purchaser must state those Taxes separately and meet the requirements for a compliant tax invoice.

7. Performance; Transfer of Title. Time is of the essence in Supplier’s performance under this Purchase Order. Supplier promptly will advise Purchaser in writing of any delay, circumstance or development that impairs Supplier’s ability to provide the goods and or services required delivery date. Supplier will properly package the Goods to protect against damage and theft during shipment, handling, and storage. Supplier will bear the risk of loss for the Goods until Purchaser confirms receipt. To the extent that title to any digital or tangible property is transferred under this Purchase Order, title will transfer from Supplier to Purchaser upon receipt and acceptance by Purchaser. For the transfer of any property by Purchaser to Supplier, title will pass to Supplier upon delivery or transmission to common carrier. Upon request of Purchaser, Supplier will promptly deliver to Purchaser all Work Product and other similar items, and all data, reports, summaries, estimates, and any other information or materials as Supplier may have collected or created in performing Services. Supplier will not be entitled to payment on any outstanding invoice until delivery of the foregoing items to Purchaser.

8. Cancellation and Modifications. Purchaser may terminate or modify all or any portion of this Purchase Order prior to shipment of any Goods or Supplier’s commencement of performance of Services at no charge and without liability by giving Supplier written notice of such termination or change. Purchaser may terminate or modify this Purchase Order for any Goods after shipment and prior to Purchaser’s acceptance of such Goods, and Purchaser will pay only the shipping expenses for returning such Goods to Supplier’s shipping location and incur no further charge or liability. Upon cancellation of a Purchase Order related to Services after Supplier has commenced performance of such Services, Supplier will promptly terminate the Services and Purchaser is only liable to pay for Services performed and liabilities incurred prior to cancellation (except that if the specified fees are a fixed amount, Purchaser will pay a pro rata fee to the extent the Services are complete). Upon cancellation, Supplier will promptly deliver to Purchaser, without request, all deliverables, Work Product and other items, and all data, reports, summaries, estimates, and any other information or materials as Supplier may have collected or created in performing Services. Supplier is not entitled to payment under any outstanding invoice until delivery of the foregoing items to Purchaser is complete.

9. Rejections and Other Remedies. If the Project does not strictly comply with the requirements of this Purchase Order, Purchaser may reject any or all of them within a reasonable period of time after delivery without regard to whether payment has been made. In such case, Purchaser may, at Supplier’s expense, (a) retain any or all of such Goods for correction by Purchaser or others, (b) return any or all of such Goods with or without instruction for correction or replacement or (c) procure replacement Goods from a third party and require Supplier to reimburse Purchaser for its associated costs and expenses associated. Supplier will promptly comply with any instruction for correction or replacement. If Purchaser requests Supplier to make any correction and Supplier thereafter fails or indicates its inability or unwillingness to do so, Purchaser may have the correction made by a third party and charge Supplier for all such costs and expenses incurred in connection with such correction. Supplier may, in lieu of rejection, retain any or all of such Goods for use as delivered, subject to an equitable adjustment in price as described below. Purchaser will be entitled to recover from Supplier (by credit, offset, refund, invoice or otherwise) an equitable amount for the diminished value of any uncorrected Goods and all costs reasonably incurred by Purchaser in connection with rejected Goods (including but not limited to all costs of correction by Purchaser or others and all costs to return Goods to Supplier). Supplier will, at no cost to Purchaser, promptly and satisfactorily correct any defects in the Project or anything else not in conformity with this Purchase Order.

10. Inspection. All specifications, drawings, samples, requirements, descriptions, other materials and plans that relate to the Project are incorporated in this Purchase Order by reference. Purchaser may inspect the Project at any time, and Supplier will provide reasonable access and facilities for such inspection prior to shipment. No Project will be deemed accepted before final inspection by Purchaser at Purchaser’s inspection, failure to inspect or failure to discover any defect, acceptance or payment will not waive or limit any warranty, relieve Supplier of any obligation hereunder or impair Purchaser’s rights or remedies at law or in equity.

11. Representations and Warranties. Supplier represents and warrants that the Goods are of good and suitable quality and that all materials and other items incorporated in the Goods will be new (not refurbished or reconditioned), unused and suitable for their intended purpose.

12. Insurance. Supplier will secure and maintain insurance, including at, a minimum, a Commercial General Liability policy $2,000,000 CAD, providing coverage for liabilities to third parties for bodily injury (personal injury) and damage to property in amounts sufficient to protect Purchaser and its Affiliates in the event of such injury or damage, and will be in compliance with any and all laws, regulations or orders addressing the liabilities of an employer to its employees for injuries and disease suffered in connection with employment. Supplier further will maintain such additional types and limits of insurance as is customary for a company of similar size and similar operations to Supplier in the jurisdiction or jurisdictions in which Supplier’s operations take place. Supplier to include Alta Pro Electric Ltd. as additional insured.

If Supplier will perform Services on Purchaser’s premises, Supplier will also maintain (a) Workers’ Compensation insurance in the statutory mandated amounts and Employers’ Liability insurance with limits of liability of not less than the equivalent of $2,000,000 CAD aggregate, with a waiver of subrogation in favor of “AltaPro Electric Ltd and its affiliates” (b) business automobile liability insurance (including coverage for all owned, non-owned and hired autos, and no fault coverage where applicable) with limits of not less than the equivalent of $2,000,000 CAD per occurrence for bodily injury and property damage combined; Supplier or services will also maintain Professional Liability or Errors and Omissions insurance with limits of not less than the equivalent of $1,000,000 CAD per claim. Alta Pro Electric Ltd. shall be provided with not less than fifteen (15) days written notice in advance of any cancellation, change or amendment restricting coverage.

13. Defense and Indemnity. Supplier will defend and indemnify Purchaser from any loss, damage, settlement, cost, expense, and any other liability (including but not limited to reasonable attorney fees) arising out of any third-party claim arising.

14. Successors and Assigns. Supplier will not assign this Purchase Order (in whole or part) without Purchaser’s prior written consent. Any assignment without Purchaser’s consent will be voidable at Purchaser’s option. Subject to the foregoing restrictions, this Purchase Order will be fully binding upon, inure to the benefit of and be enforceable by Supplier, Purchaser and their respective successors and permitted assigns.

15. General. A party does not waive any right under this Purchase Order by failing to insist on compliance with any of the terms of this Purchase Order or by failing to exercise any right hereunder. The rights and remedies of the parties under this Purchase Order are cumulative, and either party may enforce any of its rights or remedies under this Purchase Order or other rights and remedies available to it at law or in equity.

16. Notices. All notices given under this Purchase Order must be delivered to the recipient’s address on the first page of this Purchase Order in written non-electronic form, and in English, and will be effective when received.

17. Personnel and Subcontractors. Supplier has exclusive control over its employees, representatives, agents, contractors, and subcontractors (collectively, “Personnel”), including the right to hire, transfer, suspend, lay off, recall, promote, discipline, discharge and adjust grievances with its Personnel, as well as its labor and employee relations and its policies relating to wages, hours, working conditions and other employment conditions. Supplier is solely responsible for all salaries and other compensation of its Personnel who provide the services and for making all deductions and withholdings from its employees’ salaries and other compensation and paying all contributions, taxes and assessments. Supplier’s Personnel are not eligible to participate in any employment benefit plans or other benefits available to Purchaser employees. Supplier will be solely responsible for all theft, damage and/or misconduct related to, and other acts and omissions by, its Personnel. Supplier will not subcontract or delegate any of its obligations under this Purchase Order without Purchaser’s prior written consent. Supplier is responsible for the full performance under this Purchase Order and for its subcontractors’ compliance with these PO Terms and Conditions.

18. Premises. If Supplier performs Services on Purchaser’s premises, Supplier will (a) be solely responsible for and have control over its Personnel and ensuring that any actions taken by those Personnel are done in accordance with health and safety laws. Supplier’s Personnel will abide by all Purchaser’s and Prime Contractors rules, policies, and procedures, including with respect to such matters as safety, security, health, environmental and hazardous material management, misconduct, physical aggression, harassment, and theft (collectively, “Rules”); and (b) at Purchaser’s request, remove and promptly replace any Personnel performing services who behaves in a manner that is unlawful or inconsistent with any Rule. If Purchaser consents to the use of a subcontractor, Supplier will ensure that any such subcontractor is bound to the terms of this Purchase Order. Supplier’s responsibilities for safely providing the Services and complying with applicable laws are not excused in any way by any instruction that may be provided by Purchaser.

19. Applicable Law. This Purchase Order will be interpreted and enforced in accordance with the laws of Canada. Supplier irrevocably consents to the non-exclusive jurisdiction of the courts of Canada. Supplier waives any objections to jurisdiction and venue in such courts. To the extent permitted by law, all proceedings will be conducted in the English language.