Province of British Columbia
of British Columbia
Purchase Order Terms and Conditions (Jan 1, 2002)
1.The terms and conditions contained on this Purchase
Order and the ITQ (under which this Purchase Order is issued)
will constitute the full and complete agreement between the
parties (the "Agreement").
2.The Contractor must promptly notify the Province,
at the Purchasing Commission as noted on the ITQ if the order
cannot be filled.
3.The Province reserves the right to cancel this Agreement,
if promised or specified delivery is not met or if goods or
services fail to meet specification requirements. Over shipments
against this order may be returned with all freight charges
to the Contractor's account. Order numbers must be shown on
all invoices, packing slips and packages. Shipments must be
accompanied by a properly completed delivery slip.
4.The Province has the right of inspection and approval.
Inspection by the Province of advance samples shall not constitute
final acceptance and the Contractor will remain bound by any
warranties set out in the specification requirements. No substitutions
are permitted unless previously agreed to by the Province
and confirmed in writing.
5.The Contractor must indemnify the Province against
any claim of any person, firm, or corporation alleging that
the sale by the Contractor to the Province hereunder constitutes
an infringement of patent rights, copyright or any other intellectual
6.The Contractor is an independent contractor and must
indemnify, protect, and save harmless the Province, its agents,
employees, successors and assigns from any and all damage,
liabilities and claims of whatsoever nature arising out of
the furnishing by the Contractor, its agents or employees,
of the materials and/or performing of the services covered
by this order or incidental or ancillary thereto.
7.The Contractor must not change prices, terms or conditions
without the prior written permission of the Purchasing Agent
as noted on this Purchase Order.
8.The Agreement is governed by the laws of the Province
of British Columbia.
9.Notwithstanding any other provision of the Agreement,
the payment of money by the Province to the Contractor under
the Agreement is subject to:
a)there being sufficient monies available in an appropriation,
as defined in the FINANCIAL ADMINISTRATION ACT, RSBC 1996
Chapter 138, as amended from time to time (the "Act"),
to enable the Province, in any fiscal year or part thereof
when any payment of money by the Province to the Contractor
falls due under this Agreement, to make that payment; and
b)Treasury Board, as defined in the Act, not having
controlled or limited expenditure under any appropriation
referred to in subparagraph (a) of this paragraph.
10.The Contractor must not provide any goods or services
to any person which in the Province's reasonable opinion could
give rise to a conflict of interest between the Contractor's
duties to that person and the Contractor's obligations to
the Province under the Agreement.
11.Time will be of the essence in this Agreement.
12.The Contractor must comply with all applicable laws
in providing the goods/services specified.
13.Payment terms are subject to the Province of British
Columbia's interest on overdue accounts payable regulations.
14.The Province is dedicated to successful negotiation
with the Contractors to resolve any conflict arising in the
performance of this Agreement. In the event of unsuccessful
informal negotiations however, the following clause applies:
- All disputes rising out of or in connection with this contract,
or in respect of any defined legal relationship associated
therewith or derived therefrom, will be referred to and finally
resolved by arbitration administered by the British Columbia
International Commercial Arbitration Centre pursuant to its
Rules of Procedure. The place of arbitration will be Vancouver,
British Columbia, Canada.