The purchaser, Abcott Construction Ltd., shall be herein referred to as Abcott. The supplier of goods and/or services shall be herein referred to as the Vendor. The Vendor shall supply the goods and/or services (sometimes referred to herein as the “contract deliverables”) to be supplied by the Vendor in accordance with the governing plans, specifications, general conditions, memorandums, addendums, terms and conditions herein (collectively, the “Specifications”) all available at Abcott’s office, and all as per governing jurisdictional authorities’ permit requirements and codes. Any purchase order issued by Abcott and accepted by the Vendor shall constitute, together with these Terms and Conditions and all the conditions in the Canadian Standard Construction Subcontract CCA 1 – 2008 Stipulated Price Subcontract (“CCA 1”), the contract between Abcott and the Vendor with respect to the subject matter of the purchase order. The obligations of the Vendor in these Terms and Conditions are in addition to the obligations of the Vendor pursuant to CCA 1, and the rights and remedies of Abcott set out in these Terms and Conditions are in addition to its rights and remedies pursuant to CCA 1. In the event of any discrepancy between these Terms and Conditions and CCA 1, Abcott has the right to require the application of the provisions of CCA 1 or these Terms and Conditions, or both to the extent possible, in its sole discretion.
Any purchase order must be signed by an authorized signing authority of Abcott, and a signed acknowledgment of the purchase order must be signed by the Vendor and returned to Abcott prior to delivery of any contract deliverables pursuant to the purchase order.
Vendor billings cannot exceed values shown on purchase order without the prior written authorization of Abcott. Abcott, without invalidating the contract with Vendor, may make changes in the contract deliverables, consisting of additions, deletions or other revisions, by Change Order or Change Directive and the Vendor shall add/deduct/vary the Vendor’s cost proportionately in accordance with any addition/deletion or variation required by Abcott, and any addition, deduction or variation to the cost shall be subject to the prior written approval of Abcott. Cost (including trade discount) breakdowns shall be submitted by the Vendor in the event of any claim for credits or extras or changes to contract deliverables and any credits/extras or changes to the contract deliverables must be approved by Abcott in writing prior to delivery by the Vendor. Abcott shall have no obligation to Vendor with respect to credits/extras or changes to the contract deliverables, or with respect to Vendor requests for credits or extras or changes, unless the same have been approved in writing in advance by Abcott. Costs of extras or changes once approved by Abcott shall be payable by Abcott on the same payment terms as specified in the original purchase order.
The Commercial General Liability insurance to be obtained by the Vendor shall have coverage limits of at least $2,000,000.00 per occurrence, or such higher limits as Abcott may require. Vendor must provide proof of insurance as required pursuant to Part 11 of CCA 1. Vendor shall also provide, prior to the commencement of the delivery of any contract deliverables, a WSIB Clearance Certificate and Ontario Ministry of Labour Form 1000.
Abcott will not accept back charges for any reason unless Abcott’s Project Manager or President authorizes such charges in writing. The Vendor shall be responsible to ensure that all contract deliverables comply in all respects with the Specifications. In addition, the Vendor must deliver on or prior to completion all as as-built drawings, additional material, warranties and extended warranties all commencing from project Substantial Completion. Inspection Certificates, test results, maintenance manuals, commissioning reports, all to the number required by Abcott, along with a Statutory Declaration of completion shall be delivered by the Vendor to Abcott before Substantial Completion.
Only packing slips signed by Abcott’s Superintendent will be considered as proof of goods received by Abcott. Receipt of goods shall not be interpreted as acceptance of goods. Partial shipments without prior approval of Abcott may be rejected. Goods shall not be deemed accepted by Abcott for installation until Abcott has confirmed in writing the with respect to goods delivered that quality, number, packaging and storage are acceptable, and that goods are undamaged. Any deliveries shall be scheduled in co-ordination with Abcott. Vendor shall be responsible for the unloading and storage of any goods comprising any part of the contract deliverables. Abcott shall have a minimum of 5 working days after delivery to check quality, number, packaging and storage arrangements, and lack of damage. Goods not approved by Abcott in writing or not meeting Specifications shall not be considered accepted by Abcott. If because of packaging, storage or otherwise it is not feasible for Abcott to confirm all goods delivered are acceptable or undamaged, Abcott may reject goods subsequently discovered to be unacceptable or damaged, at any time. Any goods delivered by Vendor shall remain at the sole risk of Vendor until installation is complete.
The Vendor shall make applications for payments together with supporting sworn statements and other documents as per Article 6 of CCA 1. The Vendor shall complete all contract deliverables in accordance with Specifications and the Subcontract Time. The Vendor shall provide a complete contract breakdown of contract deliverables that have been completed, monthly. Abcott shall make payments to the Vendor in accordance with the requirements and provisions of the Construction Act (the “Act”). Abcott’s Purchase Order Number must be provided on all Vendor shipping bills, correspondence and invoices.
Time is of the essence. All necessary shop drawings, samples and documentation required for review must be submitted by the Vendor to Abcott, promptly without delay. All contract deliverables must be completed and in accordance with Specifications and Abcott schedule. Abcott may make changes to the Subcontract Time for the delivery of any goods or services, or any part thereof, by Change Order or Change Directive.
Vendor shall employ on site competent, skilled supervision and tradespeople to deliver the contract deliverables in a tradesperson like manner to the highest quality standards and in accordance with the Specifications and as per the requirements of the contract. Vendor shall provide to Abcott in writing at least five (5) working days prior notice any request for an amendment to the Subcontract Time. Any amendment to the Subcontract Time shall be subject to approval of Abcott. In the event of a delay in the delivery of the goods and/or services by the Vendor, or any variation from the Subcontract Time, that has not been approved by Abcott, the Vendor will take, at no cost to Abcott, all necessary measures to recover the planned progress of the delivery of the goods and or services without prejudice to Abcott’s rights hereunder. If Abcott becomes liable for claims, demands, losses, costs, damages, actions, suits, penalties or proceedings caused or contributed to by any such delay, or caused or contributed by any default by the Vendor under the contract, the Vendor shall pay to Abcott all claims, demands, losses, costs, damages, actions, suits, penalties or proceedings, upon demand.
It is the responsibility of Vendor to employ licensed tradespeople with up to date skills certifications and to arrange for/schedule and provide all applicable accommodations, inspections/permits/engineering/commissioning reports etc., as required of their trade work in accordance with all governing jurisdictional authorities and Specifications or as required herein, all at Vendor expense.
Abcott reserves the right to hold back monies in accordance with the Construction Act and in addition to holdback sufficient funds equal to the value of any goods and/or services to be delivered by the Vendor which are incomplete or deficient, until such goods and/or services is completed or rectified. Incomplete items and deficiencies are to be rectified in accordance with Abcott deficiency process, in a satisfactory manner, and in accordance with directives or notices given by Abcott. Failure of the Vendor to promptly complete any incomplete contract deliverables or to rectify any deficiencies or to comply with the provisions of this contract may result in Abcott holding back funds until the contract deliverables are complete or rectified, provided that Abcott may, at its option, complete any such goods or services or remedy any deficiencies and apply any funds held back against the cost thereof, without prejudice to Abcott’s right to claim for any costs, expenses, penalties or interest arising from such incomplete or unsatisfactory contract deliverables, and in addition Abcott may exercise any of its rights under the contract or otherwise at law.
The Vendor agrees to strictly comply with all Fire, Health and Safety regulations and all other applicable regulations. The Vendor shall be responsible for and shall remove any garbage or debris resulting from or related to the delivery of contract deliverables to be delivered by the Vendor, in a regular and timely manner, and the Vendor must arrange for such garbage and debris to be stored/bagged adequately and disposed of in accordance with all regulations, codes, laws and legislation in force during the period of construction. These obligations shall be in addition, and not in substitution, to the obligations of the Vendor pursuant to CCA 1. In the event that the Vendor fails to comply with any fire, health, safety or other regulations and to adequately store/bag and remove all debris as aforesaid, the Vendor shall be responsible for all penalties, costs, damages or losses suffered or incurred by Abcott, without prejudice to any other rights Abcott may have under contract or otherwise at law.
Updated: January 2021