Purchase Order – Terms & Conditions


1. The Supplier shall be responsible for all costs relating to the shipment of any product (the “Products”) referred to in the purchase order to which this Schedule “A” is attached and forms a part (together with this Schedule “A”, the or this “Purchase Order”), including freight, insurance, taxes, and any applicable duty or tariffs, and until delivered, the Products shall be at the risk of the Supplier.

2. This Purchase Order includes federal, provincial and municipal sales and excise taxes, and any federal customs duties, applicable at the time of signing this Purchase Order. Where any exemption or recovery of such taxes or duties is available, the Supplier shall provide Precision ADM Inc. (the “Buyer”) with all necessary assistance required to facilitate such exemption or recovery, and the monies recovered shall accrue to the benefit of the Buyer. The Supplier shall provide its invoice with payment terms in not less than 30 days. Due and satisfactory performance shall be a condition precedent to all payments by the Buyer.

3. The Supplier expressly warrants that all Products will conform to any sample and/or specifications, drawings, or other description or direction furnished by the Buyer, and will be fit and sufficient for their intended purposes, of merchantable quality, of good material and workmanship, and free from defect.

4. The Supplier shall indemnify and hold harmless the Buyer, its directors, officers, employees and agents from any and all claims, demands, actions, suits, losses, costs, charges, expenses, damages and liabilities whatsoever which the Buyer may sustain, suffer or incur by reason of or in connection with the untruth of any of the Supplier’s representations and warranties under the Purchase Order, any breach by the Supplier of any term of the Purchase Order or by reason of any negligent act or omission of the Supplier. In no event will the Buyer be liable under the Purchase Order for incidental, consequential or special damages, including without limitation loss of business or profits, even if such party has been advised that such damages, claims, liabilities, actions, costs and expenses may arise, occur or result. In no event will the Buyer’s total liability under the Purchase Order for all claims in respect of the Products exceed the total amount paid the Supplier under the Purchase Order in respect of such Products.

5. All Products shall be delivered subject to inspection and payment shall not constitute acceptance as to quality or quantity. The Supplier shall bear the cost of delivery and inspection of defective Products rejected by the Buyer and such Products may be returned to the Supplier at the Supplier’s expense. No rejected Products shall be replaced without a new purchase order. Any Products shipped in excess of the specified quantities may be returned to the Supplier at the Supplier’s expense. Any payment for or use of any defective Products by the Buyer shall not constitute acceptance of the defective Products or a waiver of the Buyer’s rights under this clause.

6. The Buyer shall have the right to request changes to the Products and/or the time and/or location for delivery, and may provide the Supplier with supplemental specifications, drawings, or other description or direction, or accelerating or delaying the timeline proposed under this Purchase Order. Where the Buyer proposes a change, the Supplier shall promptly provide a written estimate as to the change to the Purchase Order price. If the parties agree, a new purchase order will be prepared reflecting the changes proposed by the Buyer.

7. The Buyer may withhold payments from the Supplier to such extent as may be necessary to protect the Buyer from loss on account of defective Products not remedied, or failure of the Supplier to meet its obligations hereunder. The Supplier hereby authorizes the Buyer to pay any unpaid obligations of the Supplier and reduce the amount owing to the Suppliers by the amounts paid to third parties.

8. If the Supplier or Buyer is prevented from carrying out the provisions hereof by reason of any act of God, war, revolution, blockade, strike, riot, earthquake, cyclone, fire, flood, rail car shortage or delay by carrier, fuel shortage, embargo, lockout or other labour disturbance, governmental interference, or physical cause, existing or future, beyond the reasonable control of the parties, interfering with the production or receipt of the Products as herein contemplated, the party so interfered with, upon prompt, written notice to the other party in advance of actual shipment, shall be excused from making or taking deliveries to the extent of such interference. If delay is beyond 30 days, either party will have the option of terminating this Purchase Order.

9. The Buyer may assign this Purchase Order without the consent of the Supplier, but the Supplier may not subcontract, transfer, or assign this Purchase Order, in whole or in part, without the written consent of the Buyer, which consent may be withheld at the sole discretion of the Buyer.

10. If at any time there shall be evidence of any lien or any other claim of any kind or description for which the Buyer might become liable, and which is attributable to the Supplier, its subcontractors or suppliers, the Supplier shall immediately take all steps necessary to obtain a discharge of the lien. If the Supplier fails to obtain a discharge of the lien within three (3) days of being notified of the lien by the Buyer, the Buyer shall have the right to retain out of any payment then due or thereafter to become due, an amount sufficient to completely indemnify the Buyer against any such lien or claim. The Supplier hereby authorizes the Buyer to settle and pay the claim, make application to Court or pay monies into Court to secure a discharge of any lien attributable to the Supplier or its subcontractors or suppliers. All amounts paid by the Buyer in order to obtain a discharge of the lien, including legal costs on a solicitor and client basis, shall be paid by the Supplier on demand and such amounts may be deducted from any balance owing by the Buyer to the Supplier.

11. The Supplier shall be in default of this Purchase Order if any of the following events shall occur:

(a) the Supplier becomes insolvent, is adjudged bankrupt or if it should make a general assignment for the benefit of its creditors, or if a receiver shall be appointed; or

(b) the Supplier fails in the performance of any of its obligations contained in this Purchase Order.

If the Supplier is in default of this Purchase Order, and the default persists after the Buyer gives three (3) days written notice to the Supplier, the Buyer may, without prejudice to any other right the Buyer may have:

(a) suspend or terminate the Purchase Order in whole or in part;

(b) suspend all payments due or to become due to the Supplier;

(c) any combination of the above.

12. General

(a) The Supplier shall, at all times, comply with all federal, provincial, and municipal laws, rules and regulations relating to the supply of the Products, and otherwise relating to the performance of its obligations in this Purchase Order.

(b) No other agreement or understanding in any way changing or adding to the terms or conditions expressed in this Purchase Order shall be binding on the Buyer or confer any rights on the Supplier unless attached hereto and by reference herein made a part of this Purchase Order or made in writing signed by an authorized representative of the Buyer.

(c) This Purchase Order shall be binding upon, and shall enure to the benefit of, the parties and their respective successors and permitted assigns.

(d) The failure of either party to enforce its rights under this Purchase Order at any time for any period shall not be construed as a waiver of such rights.

(e) In the event any provision of this Purchase Order shall be determined to be illegal or unenforceable, such provision will be limited or eliminated to the minimum extent necessary so that this Purchase Order shall otherwise remain in full force and effect and enforceable.

(f) Manitoba law shall govern this Purchase Order.

(g) This Purchase Order is the full agreement between the parties with respect to the subject matter hereof, and replaces any earlier or other agreements, written or otherwise.