Purchase Order Terms and Conditions
When working with the Airport Authority, suppliers will be required to agree to terms and conditions that set the rights and obligations of the contracting parties, when a contract is awarded or entered into.
The Airport Authority’s terms and conditions include 'general conditions' which are common to all types of contracts, as well as 'special conditions' which are particular to a specific contract (such as, contract change conditions, payment conditions, price variation clauses, penalties). The following is the Airport Authority’s standard Purchase Order terms and conditions. These terms and conditions are for information purposes only and may be subject to change by the Airport Authority:
- ACCEPTANCE: The Supplier, by the commencement of performance, enters into a binding agreement of purchase and sale with the Airport Authority for the supply of the goods and services ordered by the Airport Authority upon these terms and conditions. In these purchase order terms and conditions, (1) “Supplier” means the supplier to whom Vancouver International Airport Authority has issued the purchase order for supply of the goods and/or services; and (2) “Airport Authority” means Vancouver International Airport Authority.
- PURCHASE ORDER NUMBER: The Supplier must obtain a purchase order or purchase requisition number from the Airport Authority prior to the provision of any goods or services. The Supplier must note the purchase order or purchase requisition number on all related invoices, shipping papers, transportation bills, packages, packing slips and correspondence. Failure to do so may result in rejection of invoices.
- PAYMENT: Unless otherwise specified, payment will be made in Canadian funds, net 30 days from the date of final acceptance by the Airport Authority of the goods and/or services or receipt of an invoice, whichever is later. Invoices must clearly set out a description of the goods and/or services, the dates that goods were delivered and/or services were performed, a breakdown of labour, parts and other charges and taxes, and the Goods and Services Tax registration number of the Supplier.
- DELIVERY: Time is of the essence in the performance of the purchase order. The Supplier agrees to deliver the goods and services ordered by the Airport Authority in the quantities indicated, according to the specifications and delivery schedule specified.
- SHIPMENT: All goods shall be suitably packaged for shipment by the Supplier and shipped at the Supplier’s expense. Shipping and handling of goods designated as hazardous material will be made in accordance with the International Air Transport Association Dangerous Goods Regulations, as well as any international, federal, provincial and municipal laws, orders and regulations. For all goods or materials subject to Workplace Hazardous Material Information System (WHMIS) legislation, Material Safety Data Sheets (MSDS) shall accompany the goods or materials and shipping documents.
- INSPECTION: The Supplier agrees to permit the Airport Authority access to the Supplier’s plant at all reasonable times for the purpose of inspecting any goods and services ordered. Final acceptance of all goods and services ordered is subject to final inspection and acceptance at the Airport Authority’s premises or other place designated by the Airport Authority. The Airport Authority may at its option return rejected goods at the Supplier’s expense or may require the Supplier to correct any deficiencies in the goods and/or services at a location specified by the Airport Authority.
- WARRANTY: The Supplier warrants that (1) all goods and services delivered to the Airport Authority shall be free from defects in workmanship and materials and shall strictly conform to applicable samples, specifications, drawings, or other descriptions and will be free from design defects; (2) all goods and services delivered to the Airport Authority shall be fit and sufficient for their intended purpose, shall be of merchantable quality and shall be manufactured from new and unused materials; (3) the goods and services delivered to the Airport Authority comply to the standards set forth by federal, provincial, and municipal agencies; and (4) the goods and services delivered to the Airport Authority comply with any international, federal, provincial and/or municipal environmental protection laws and regulations. Unless otherwise specified, all warranties given by the Supplier hereunder, together with all other service warranties and guarantees shall be valid for a period of eighteen (18) months from the date of acceptance of the goods and services by the Airport Authority. If at any time prior to the expiration of any applicable warranty period, any weakness, deficiency, failure, breakdown or deterioration in workmanship and/or material should appear or be discovered in the goods and services furnished by the Supplier, or if the goods and services do not conform to the terms and conditions of the purchase order, the Airport Authority may at its option (1) require the Supplier to promptly replace, redesign or correct the defective and/or nonconforming goods and services at no expense to the Airport Authority, or (2) the Airport Authority may replace or correct the defective goods and services and charge the Supplier with all expenses incurred by the Airport Authority. The Supplier agrees to defend, indemnify and save harmless the Airport Authority, its officer, directors, employees, its agent, clients and customers from any liability, loss, cost and expense arising, either directly or indirectly, from breach of any warranty given by the Supplier.
- TITLE TO GOODS AND SERVICES: Subject to the Airport Authority’s right of rejection for any defective and/or non-conforming goods and services, title and risk of loss for any goods and services ordered shall remain with the Supplier until delivery of such goods and services to the Airport Authority’s premises or such other location as specified by the Airport Authority. Title to any property of the Airport Authority that the Supplier has in its possession shall at all times be vested in the Airport Authority. The Supplier shall be responsible for any and all loss or damage to the Airport Authority’s property while such property is in the Supplier’s possession.
- INTELLECTUAL PROPERTY INDEMNITY: To the extent that the goods and/or services ordered by the Airport Authority are manufactured and/or sold by the Supplier pursuant to designs not originated by the Airport Authority, the Supplier shall defend, indemnify and hold harmless the Airport Authority, its officers, directors, employees, agents, clients, and customers from any expense, cost, loss, claim, damage, judgement or liability for infringement or alleged infringement of any patent, copyright, industrial design, trademark, trade secret or other intellectual property right with respect to such goods and services and their process of manufacture and agrees at its own expense to defend or assist in the defence of, at the Airport Authority’s option, any action in which such infringement is alleged with respect to the manufacture, sales and/or use of such goods and services. If any of the goods and/or services ordered by the Airport Authority is held to constitute infringement and its use is enjoined, the Contractor shall, at its sole expense, obtain for the Airport Authority the right to continue using such goods or services, or replace or modify the same so that it is not infringing while still complying with the Airport Authority’s requirements.
- GOVERNING LAW AND GENERAL INDEMNITY: The purchase order shall be governed and interpreted by the laws of the Province of British Columbia, Canada. The Supplier, wherever situated, agrees to comply with all applicable federal, provincial, state, and municipal laws, orders and regulations and to defend, indemnify and hold harmless the Airport Authority and its officers, directors, employees and agents from any and all claims, losses, expenses, liabilities and damages suffered as a result of the Supplier’s violation thereof, or arising out of the purchase order.
- INSURANCE: Unless otherwise specified, the Supplier shall obtain and carry full insurance, including liability insurance, for all goods and services until final acceptance thereof by the Airport Authority.
- SECURITY CLEARANCE: The Supplier must meet all airport security requirements, including but not limited to obtaining a temporary or permanent pass. The Airport Authority will provide the Supplier with a security escort while the Supplier is performing services or delivering goods in a restricted area.
- For Cause – If the Supplier defaults in carrying out any of the terms and conditions of the purchase order including a failure to make a timely delivery of conforming goods, becomes bankrupt or insolvent, has a receiving order made against it, makes an assignment for the benefit of its creditors, or takes the benefit of any statute relating to bankrupt or insolvent debtors the Airport Authority may, on written notice to the Supplier, terminate all or any portion of the purchase order for default without further liability to the Airport Authority. In the event of a termination for default, the Airport Authority may produce, purchase or acquire similar goods and services to those ordered on such terms or in such manner as the Airport Authority may deem appropriate and the Supplier shall be liable to the Airport Authority for any excess costs or expenses incurred by the Airport Authority in so doing, including interest and professional or other fees. Upon default by the Supplier, the Airport Authority may at its option require the Supplier to transfer title and deliver to the Airport Authority (1) all completed goods; (2) such partially completed goods as the Airport Authority considers necessary; (3) the Airport Authority’s property; and (4) all Proprietary Data owned by the Airport Authority. The rights and remedies of the Airport Authority provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law or under the purchase order.
- For Convenience – The Airport Authority may, upon 30 days’ written notice to the Supplier, terminate all or any part of the purchase order at any time or times without cause for Airport Authority’s convenience. Upon receipt of such a termination notice, the Supplier shall stop work under the purchase order to the extent specified and terminate all orders with suppliers or subcontractors relating to the purchase order except as may be necessary for completion of that portion of the purchase order not terminated by the Airport Authority, and deliver to the Airport Authority forthwith (1) all completed goods; (2) such partially completed goods as the Airport Authority considers necessary; (3) the Airport Authority’s property; and (4) all Proprietary Data owned by the Airport Authority.
- ASSIGNMENT AND SUBCONTRACTING: The purchase order may not be assigned or subcontracted in whole or in part by the Supplier without the prior written approval of the Airport Authority.
- TERMS OF PURCHASE ORDER: These terms and conditions shall be the only terms applicable to the goods and services ordered by the Airport Authority on the purchase order unless the Airport Authority provides a copy of the purchase order with supplemental terms attached that amend or alter these terms and conditions.
- NON-RESIDENT SUPPLIER: The Supplier is aware that the Airport Authority is required to withhold and remit to the Government of Canada on behalf of a non-resident supplier, income tax at the rate of fifteen per cent (15%) or such other rate as prescribed by legislation on payments made to the non-resident supplier for services rendered in Canada. If the Supplier is a non-resident of Canada, invoices submitted by the Supplier claiming payment for services must state separately, amounts claimed for services rendered inside Canada and amounts claimed for services rendered outside of Canada. The Airport Authority will provide to the Supplier confirmation of the amounts withheld and remitted to the Government of Canada as and when such remittances are made.
If any potential suppliers that are unwilling to agree with any of these terms and conditions need to specify what their issues are before agreeing to or starting any work and selling any goods.