1. Goods and services

 The goods and services described in this Purchase Order (the “PO”) are provided by Supplier subject to the following terms and conditions. Supplier agrees to be bound by and to comply with all such conditions. Other terms and conditions are not binding upon Wirex Controls Ltd, unless accepted in writing by the Wirex Controls Ltd. purchaser.

2. Purchase Price and Terms of Payment

All payments are made in Canadian funds or as otherwise specified. Terms of payment are net forty-five (45) days, unless otherwise specified on the PO. Applications for payment for the goods and services delivered shall be in the form of an invoice issued on the date of shipment by the Supplier, which shall clearly indicate (i) the PO number, (ii) the invoice number and (iii) invoice date, accurately stating quantities and unit prices, include any additional information required in the PO, and separately identify the taxes.  Wirex Controls Ltd will not accept applications for payment that do not meet the criteria specified above, nor recognize any statement from the Supplier which lists such applications. Unless otherwise stated on the PO, all prices shown in this PO are fixed and firm and include freight, in-transit insurance, unloading of the goods at the destination and any handling and/or administration fees. Wirex Controls Ltd pays the Supplier the Goods and Services Tax, if applicable.

3. Terms of Delivery.

Goods are packaged in a manner which assures that they are protected against damage, deterioration and contamination. The FOB point and method of transportation will be clearly indicated on the Wirex Controls Ltd PO. The supplier will be responsible to ensure the freight terms as described in the Wirex Controls Ltd purchase order are met. If the supplier is not in agreement with the Wirex Controls Ltd. Purchase order, the supplier has the obligation to respond in writing prior to acceptance of purchase order. Once purchase order is accepted, the obligation to fulfill the freight terms as indicated on the purchase order is the sole responsibility of the supplier. Wirex Controls Ltd, reserves the right to charge back or deduct from any invoices, amounts that arise from the supplier not following Wirex Controls Ltd, freight conditions as set out on the purchase order.  For goods being shipped from outside Canada, the supplier is obligated to ensure the proper SIC codes are used to identify the products on Wirex Controls Ltd, purchase orders. The supplier has an obligation to assist Wirex Controls Ltd. in any manner possible before, during and after receipt of goods in ensuring the proper custom documents is provided as required by the Canadian government for products from foreign lands entering into Canada.

4. Inspection and rejection.

The goods and services furnished are exactly as referenced in the PO. The goods and services are subject to inspection and test by Wirex Controls Ltd at any time and place. If the goods and services furnished are found to be defective, Wirex Controls Ltd may reject them, or require Supplier to correct or replace them at no additional charge, or require a reduction in price which is equitable under the circumstances.  Supplier bears all risks and costs as to rejected goods and services.

5. Changes.

 Wirex Controls Ltd may make changes to this PO by giving notice to Supplier. If such changes affect the cost of or the time required for performance of this PO, an equitable adjustment may be made. No change by Supplier is allowed without written approval of Wirex Controls Ltd. Any claim of Supplier for an adjustment under this Article must be made in writing within thirty (30) days from the date of receipt by Supplier of notification of such change or the change shall be deemed accepted with no impact.

6. Maintenance and Operation.

Where applicable, the Supplier shall provide Wirex Controls Ltd. with instructions for installation, operation, maintenance and repair of the goods.

7. Warranty.

Supplier warrants to Wirex Controls Ltd that goods supplied under this PO are free from defects in material, workmanship and design, suitable for the purposes intended implied, in compliance with all applicable specifications, and free from liens or encumbrance on title. All services are performed in accordance with current and generally accepted industry practices by qualified personnel trained and experienced in the appropriate fields. Supplier will warranty the goods supplied for a minimum of 12 months from date of delivery. If supplier’s warranty exceeds 12 months, the longer warranty will govern.

8. Quality. 

Supplier shall maintain the appropriate quality accreditations as required by Wirex Controls Ltd.  Supplier shall provide evidence of such accreditations upon request from Wirex.

9. Confidentiality.

 In the performance of the services, the Supplier and its applicable subcontractors may have access to confidential information (hereinafter referred to as the “Confidential Information”) which Wirex Controls Ltd. is legally obligated to protect. The supplier undertakes to hold all of the Confidential Information it receives in strict confidence and neither to disclose or release in any manner such Confidential Information to any third party nor to use such Confidential Information for any other purpose than the one for which Wirex Controls Ltd has disclosed same; to disclose Confidential Information only to those of its’ employees or agents who need to know such Confidential Information for the said purpose. The Supplier warrants that such employees or sub-contractors are obligated to and will hold Confidential Information in strict confidence and to take all reasonable measures to ensure that confidentiality is respected. The Supplier shall indemnify and hold harmless Wirex Controls Ltd, its officers, directors and employees from and against any and all liabilities, claims, suits, demands, disputes, recourses, damages and expenses from any and all claims in respect of, or resulting from, the use or the disclosure of Confidential Information by the Supplier, its employees or sub-contractors.

10. Indemnification.

Supplier shall defend, indemnify and hold Wirex Controls Ltd harmless from all claims, actions, demands, loss and cases of action arising from injury, including death, to any person, or damage to any property, when such injury or damage results in whole or in part from the acts or omissions of Supplier.

11. Insurance.

Supplier and any sub-contractor used by Supplier in connection with this PO must carry Comprehensive General Liability and adequate Comprehensive Automobile Liability Insurance.

12. Records:

Supplier shall retain and maintain, at its own cost, all reports and records pertaining to its obligations under the PO, in a form that is capable of audit. The reports and records shall be retained and maintained by the Supplier for a period of at least seven (7) years following the payment of the invoice by Wirex Controls Ltd., in a manner and format that will ensure their consultation if needed.

13. Assignment.

This PO is assignable by Wirex Controls Ltd.  This PO may not be assigned by Supplier without written approval of Wirex Controls Ltd.  In case such consent is given, Supplier remains liable as if no such transfer has been made.

14. Default.

A party is in default of its obligations under this PO if any of the following events occur:

• such party is adjudged bankrupt or insolvent by a court of competent jurisdiction, or otherwise becomes insolvent; or
• such party is in default of its obligations hereunder and fails to cure such default within thirty (30) days of written notice from the other party, or longer period as may be agreed to in writing by the parties, provided the defaulting party commences promptly and diligently proceeds with curing the default. Upon the occurrence of any of the above events, the party not in default may, by written notice to the defaulting party, terminate this PO without prejudice to any other right or remedy available to it at law and without liability for such termination. Neither the Supplier nor Wirex Controls Ltd shall be liable to the other for indirect damages, for loss of profit or for damages arising from loss of use or production.

15. Termination/Suspension.

This PO may be terminated or suspended by Wirex Controls Ltd. in whole or in part. Wirex Controls Ltd. shall provide to the Supplier a written notice specifying the extent to which performance and/or the deliveries of goods and services under this PO is terminated and/or suspended and the date up on which such action shall become effective.  In the event of such action, Wirex Controls Ltd. shall pay Supplier for the goods and services satisfactorily provided to the effective date of termination or suspension. The termination of this PO shall discharge any further obligations of either party.

16. Force Majeure.

The parties shall not be liable for default or delay due to causes beyond their reasonable control and without fault or negligence on their part. The party affected by the force majeure gives the other party notice in writing at once when any such cause appears likely to delay its obligations and takes appropriate action to avoid or minimize such delay. If any such default or delay threatens to impair Supplier’s ability to meet delivery requirements for it s material, supplies and services, Wirex Controls Ltd shall have the right, without any liability to Supplier, to cancel the portion or portions of this PO so affected.

17. Governing Law.

This PO shall be governed by the laws of the Province of Ontario.