General purchasing conditions
The following these general purchasing conditions apply when Aéroports de Montréal (ADM) purchase goods and services (hereinafter referred to as “the work”) unless otherwise specified in writing by ADM.
1. Acceptance of Conditions
The Purchase Order contains the entire agreement between the parties. The terms and conditions of the Purchase Order, including the general purchasing conditions mentioned herein, will be deemed accepted by the Supplier, upon the occurence of the earlier of the following events: a) the Supplier begins to perform the work, or b) the unconditional receipt by the Suppliers of any moneys from ADM, or c) the confirmatin of the Purchase Order by the Supplier. Any modifications or additions to the terms and conditions of the Purchase Order, including these general purchasing conditions mentioned herein shall not be binding unless agreed upon in writing by both parties. Unless specifically requested, acknowledgement by the Supplier is not required. Foreign Suppliers must forward two copies of customs invoices, upon shipment. All other Suppliers must forward two copies of the delivery slip upon shipement to the appropriate delivery adress. The Supplier must inform ADM of every delivery and provide ADM with all the informations necessary for ADM to follow the goods during shipment. All shipment papers must contain a detailed description of the goods being delivered, all the information necessary to their identification and the Purchase Order number.
2. Prices, Taxes and Duties
Unless agreed otherwise, the price stated is a fixed price, DDP Delivery Duty Paid named place of destination (Incoterms 2000), including any taxes and duties, quoted in Canadian dollars and including without limitation all charges and expenses of Supplier, freight and insurance checking, packing, marking, boxing and cartage. Any and all applicable taxes and duties shall be set out separately.
3. Shipment
Any shipment released prior to the delivery date shown on the Purchase Order and not in accordance with ADM shipping instructions shall, at ADM's discretion, be returned to the original shipping point or received and stored by ADM and the Supplier shall pay all costs incurred in relation thereto by way of deduction from the Purchase price. ADM also reserves the right upon failure to comply with shipping instructions or error in delivery to withhold any and all payments due or owing to the Supplier hereunder.
4. Time is of the essence in the execution of the Supplier's obligations under the Purchase Order.
5. Inspection and Testing
If the Purchase Order, the instructions given by ADM, the laws, the regulations or any other public authority require any work to be inspected, tested or approved, the Supplier shall give ADM advance notice of its readiness for inspection and if the inspection is by an authority other than ADM, the Supplier shall notify such authority and ADM that the work is ready for inspection. Inspection or re-inspection of any portion of the work or of the work related thereto may be ordered by ADM at any time during the work and until the end of the Warranty Period as defined herein. The Supplier shall uncover or otherwise expose the questioned work for inspection. If such work is found to be in accordance with the contract, ADM shall pay the costs of exposing the questioned work, and of the inspection, re-inspection and restoration. If such work is not in accordance with the contract, the Supplier shall pay such costs.
6. Changes in the Work
ADM may, from time to time, make changes in the work without invalidating this Purchase Order. The changes in the work may cause an adjustment in the time schedule. In the event of such changes, the Purchase Order price or delivery schedule may be adjusted by agreement between ADM and the Supplier. If, in the Supplier's opinion, any change involves a change in the price or the time schedule, the Supplier shall promptly give ADM written notice thereof before proceeding with said changes to the work. The Supplier shall not proceed without prior written authorization from ADM and any claims by the Supplier for work performed without such authorization shall not be valid.
7. Termination by ADM
ADM reserves the right to cancel this Purchase Order in whole or in part at any time upon written notice to the Supplier. In such case, delivery shall be accepted of all work completed prior to the cancellation notice. The provisions of this clause are without prejudice to the rights and recourse of ADM should a delay occur in the delivery of the work or of any part of the work.
8. Title and Risk
Title to the work under this Purchase Order (free of all damages, liens, claims or encumbrances) and risk of loss shall pass from the Supplier to ADM upon receipt by ADM DDP Delivery Duty Paid named place of destination (Incoterms 2000) unless otherwise agreed in writing.
9. Guarantee
The Supplier expressly guarantees that all work delivered under this Purchase Order shall conform to any sample and any specifications, drawings or other description furnished or referenced to by ADM and shall be fit and pertinent for the intended purpose of ADM and be of first class and merchantable quality, of the highest performance standards and free from defects in design, materials and workmanship. The Supplier shall, at his own expense, repair or replace, DDP Delivery Duty Paid named place of destination (Incoterms 2000) any defective work or parts thereof, which are found to be defective during a period of twenty-four (24) months from the delivery date or twelve (12) months from the date of the final acceptance of the work by ADM, whichever period ends first (the "Warranty Period"). The Supplier further guaranties the work against all latent defects and against eviction of the whole or any part of said work. These guarantees do not limit or restrict, in any way, any additional guarantees available to ADM under law.
10. Patent and Trade Mark
The Supplier guarantees that all merchandise delivered and services performed hereunder and the manufacture, sale and use thereof will not infringe any patent, copyright or trademark and that the Supplier will, at his own expense, defend, indemnify and hold harmless ADM, its successors, assignees and customers from and against all claims, demands, actions and liability arising out of such infringements.
11. General Indemnity
The Supplier recognizes its responsability toward ADM and agrees to indemnify and hold harmless ADM and ADM customers from and against all loss, liability, cost and expense (including legal fees) connected with all personal injury including death and damage to property arising out of any act or omission of the Supplier, its employees, agents or subcontractors.
12. Confidentiality
Information, which is designated by ADM as confidential, shall be held in strict confidence by the Supplier and shall not be disclosed except upon written authorization of ADM and upon such terms and conditions as ADM may specify. All documents provided to the Supplier by ADM are deemed to be the property of ADM and cannot be used for other purposes than the present Purchase Order, unless otherwise agreed in writing by ADM.
13. Compliance
The Supplier guarantees that all goods delivered hereunder shall be in strict compliance with all applicable codes, standards, laws and regulations and the Supplier shall indemnify and hold harmless ADM and its customers from and against all loss, liability and fines arising of the Supplier's failure to so comply.
14. Hazardous Products
The Supplier shall acknowledge and comply with the governmental regulatory scheme known as "The Workplace Hazardous Material Information System" (WHIMS) and all federal and provincial statutes and regulations associated thereto. The Supplier shall advise ADM of any and all hazardous products, processes and/or chemicals to be delivered to ADM. Up-to-date Material Safety Data Sheets for these products shall accompany their shipment DDP Delivery Duty Paid named place of destination (Incoterms 2000) and shall be available at all times to ADM for review. In the event that the Supplier fails to comply with these provisions, ADM reserves the right at its own discretion, to terminate the Purchase Order and to return all work to the Supplier and all costs in relation thereto shall be assumed by the Supplier.
15. Governing Law
The terms and conditionss of the Purchase Order, including these general purchasing conditions, shall be interpreted according to the laws of the Province of Québec.
16. Environmental Clause
In fulfilment of its obligations under the terms of the present contract, the Supplier and its subcontractors declare that applicable government regulations (federal, provincial and municipal) with respect to environmental protection and conservation will be observed in accordance with the Aéroports de Montréal (ADM) Environmental Policy, a copy of which is available on our Website.
In the event of an accidental spill or discharge of any substance that is infectious, toxic or harmful to the environment ("Contamination"), caused by the Supplier or its subcontractors while carrying out activities at the airport under this contract, the Supplier must immediately notify ADM and commence as soon as possible any necessary cleanup, decontamination, removal, disposal and/or remedial action, and must comply with any directives contained in environmental laws issued with respect to said Contamination, if applicable, entirely at its own expense and to ADM's satisfaction. In addition, the Supplier will assume the costs of any emergency procedure required and any environmental audit report requested by ADM before and/or after the decontamination.
The Supplier aggrees to compensate ADM and hold it harmless for any costs, losses, claims, demands, legal actions, damages, penalties or liabilities that ADM might sustain or incur because of said Contamination.
ADM may decide at any time to carry out the decontamination, cleanup and/or remediation work itself, at the Supplier's expense.
The two (2) parties agree that acceptable environmental protection practices by the Supplier and its subcontractors are a condition of this contract. Any Supplier which has not fulfilled its environmental obligations may be considered to be in default of the present contract.
N.B.: These conditions are subject to change at any time without prior notice.
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