Purchase Orders. General Terms and Conditions for Hamsar Diversco Inc. (“Hamsar”)
1. General Terms – These General Terms and Conditions shall be deemed to be included in every Purchase Order issued by Hamsar to the Supplier and such Purchase Order and these General Terms and Conditions shall be read together and form the contract and agreement between Hamsar and the Supplier for the purchase of goods by Hamsar under the terms of the said Purchase Order. No variation of these General Terms and Conditions, regardless of the wording or terms of the Supplier’s acceptance, will be effective unless the Supplier alerts Hamsar to the proposed change by clearly outlining, in writing, the original specification and the proposed change, and such change is specifically agreed to by Hamsar in writing. Where the context requires, the word “goods” is to be read as including services.
2. Pricing – Pricing is to be in Canadian funds, unless otherwise outlined in the purchase order, applicable Canadian provincial and federal sales taxes, extra.
3. Payment Terms – Payment terms are 2%/15 days, Net 60 of the later of the receipt of the invoice or the date of delivery, unless specified otherwise on Hamsar’s Purchase Order.
4. Condition of Goods – Goods must be new and unused unless specified otherwise herein and delivered strictly in accordance with the quantities, specifications and terms and conditions of this Purchase Order.
5. Quality of Goods Purchased – Hamsar requires the delivery of defective-free goods. Goods will be received and accepted by Hamsar subject to final inspection by any person authorized by Hamsar. Any goods found by Hamsar to be in non-compliance with their specifications, damaged in transit or defective in any manner whatsoever, shall not be deemed to have been delivered by the Supplier and, as such, Hamsar may exercise any of its rights and/or remedies outlined in this agreement that deal with goods not delivered on the date specified in the Purchase Order or otherwise. In addition, goods found to be defective or not in compliance with the specifications at their time of use may at Hamsar’s option be returned to the Supplier at the Supplier’s expense. At Hamsar’s option, the Supplier shall either replace the defective or non-compliant goods at the Supplier’s expense, or Hamsar may cancel part or all of the purchase order and the Supplier shall reimburse Hamsar for any costs it incurred in the transportation and customs clearance of the cancelled goods.
6. Warranty of Goods – The supplier shall state its standard warranty period and related terms and conditions at time of quotation. All goods sold to Hamsar shall come with, at minimum, a one-year comprehensive warranty. In supplement of and not by way of substitution for the terms of the specifications or any warranty stipulated or implied by law and notwithstanding prior acceptance by Hamsar, the Supplier shall at any time within its standard warranty period, at its own expense replace any goods which are or become defective as a result of faulty or inefficient manufacture, materials or workmanship.
7. Patented Goods – The supplier warrants that it has the right to use and sell any patented devices or parts used in the goods purchased and agrees to indemnify and defend Hamsar against any claims for royalties, license fees or other claims or demands by reason of the use or sale thereof, whether or not any such devices or parts are specified by Hamsar or used by the supplier in the goods purchased without such specifications.
8. FOB Terms – This order shall be F.O.B. destination and include all charges for packing, loading, unloading and transportation, unless otherwise specified herein. The goods shall be at the risk of the Supplier who shall bear all loss or damage, from whatsoever cause arising, which may occur to the goods, or any part thereof, until delivered to and accepted by Hamsar, unless specified otherwise on Hamsar’s Purchase Order. Should the Supplier prepay transportation charges which are payable by Hamsar under the terms of this contract, these charges are to be shown as a separate item on the invoice.
9. Shipping Instructions – Hamsar reserves the right to change the location or mode of delivery at any time prior to actual shipment provided that the Supplier shall be entitled to be reimbursed for any actual increased cost, or shall reduce the prices to the extent of any decreased cost, arising out of such change.
10. On-time Delivery – It is critical in Hamsar’s production planning process that goods are shipped from the Supplier on-time and, as such, time shall be of the essence of this order. The Supplier is to confirm all purchase orders within 48 hours of issuance. If the Supplier’s proforma invoice has a different shipping or delivery date than what is specified on Hamsar’s purchase order, this change must be specifically addressed in the proforma invoice, outlining the original requested shipping/delivery date and the Supplier’s proposed shipping/delivery date and Hamsar must acknowledge and accept this change in writing. Any late deliveries are subject to a $200.00 late fee. Hamsar reserves the right to cancel or purchase elsewhere, any portion of this order that is not delivered by the date required for this order. Hamsar has the right to charge back to the Supplier any additional costs incurred by Hamsar to source substitute goods or expedite goods that have not been shipped or received on the date specified on the Purchase Order.
11. Conflict of Interest – No employee of Hamsar shall receive any direct or indirect benefit from this contract unless the employee fully discloses any such benefit to Hamsar’s Chief Executive Officer in advance of the issuance of this Purchase Order and the receipt of such benefit is approved in writing by the Chief Executive Officer.
12. Binding Parties – This agreement shall enure to the benefit of, and shall be binding upon the successors and assigns of Hamsar and the Supplier respectively provided that the Supplier shall not assign this agreement or any part of the development without the prior written consent of Hamsar, and any assignment made without such consent shall be of no effect.
13. Property of Hamsar – All specifications, drawings, samples, patterns, tools and dies furnished to the Supplier by Hamsar for use in respect of the Purchase Order shall be deemed to be owned by Hamsar and shall be returned to Hamsar at the expense of the supplier when requested. All Hamsar property in the care or control of the Supplier is to be fully insured on an “all risks” basis by the Supplier for loss and damage. The Supplier shall not move or transfer control of Hamsar’s property without Hamsar’s express written consent. The Supplier shall not dispose, sell or modify Hamsar’s property without Hamsar’s express written consent.
14. Confidentiality – The Supplier agrees to treat any information gained from Hamsar in the course of this Agreement as confidential, and shall not divulge, directly or indirectly, to any other person, firm, corporation, association, or entity, for any purpose whatsoever. The Supplier also agrees not to make use of any information gained from Hamsar, except for the purpose of evaluating and fulfilling its terms of the Agreement herein.
15. Modifications – Hamsar may modify these General Terms and Conditions on at least ninety (90) days notice to the Supplier and such modified General Terms shall apply to any Purchase Order issued and accepted after the date of such modifications. Either Party may terminate this Agreement with at least ninety (90) days written notice.