Quotation Terms
Quotations are valid for 7 calendar days, unless otherwise noted.
All work is to be completed during standard business hours unless otherwise noted.
Authorization to proceed requires authorized signature on quotation, or Purchase Order.
Deposits may be required on hardware purchased by Davidson Violette for client.
Sales Terms
1. Payment
(i) All invoices from Davidson Violette shall be paid by the Client within thirty (30) days of the date of invoice unless otherwise agreed in writing by Davidson Violette. In the event of late payment, Davidson Violette may charge interest on the amount outstanding. Alternatively, for invoices unpaid 15 days after the due date, Davidson Violette may impose a surcharge equal to 2.5% monthly of the outstanding amount.
(ii) If any amount of the invoice is disputed by the Client, the Client shall inform Davidson Violette of the grounds for such dispute within seven days of delivery of the goods and shall pay to Davidson Violette the value of the invoice less the disputed amount in accordance with these payment terms.
(iii) Where Davidson Violette requires payment of a deposit, the Client acknowledges that the deposit is not returnable.
(iv) All fees are exclusive of applicable taxes which will be added to invoices where appropriate.
(v) Davidson Violette reserves the right to increase a quoted fee in the event that the client requests a variation to the work agreed.
2. Delivery
(i) Delivery by Davidson Violette will be deemed to have taken place when the materials are handed to the custody of the Client at his premises or to a deputed messenger or courier when posted. Davidson Violette will be entitled to charge the Client for any expenses of delivery other than normal postage charges.
(ii) If an order is, at the Client’s request, sent electronically, the time recorded on the sending equipment shall be deemed the time of delivery, system delays notwithstanding. (nb – electronic dispatch can be provided only on request and at the Client’s risk. Davidson Violette reserves the right to substitute conventional delivery methods without notice or penalty should electronic dispatch prove inconvenient).
3. Cancellation
In view of the nature of the service, any order – once confirmed by the Company – can not be cancelled. Cancellation of the Order by the Client will only be accepted on condition that any costs, charges and expenses already incurred, including any charges that will be levied by Davidson Violette on account of their expenses, work or cancellation conditions, will be reimbursed to the Company forthwith.
4. Notice
All written notices to be served on or given to the client shall be sent or delivered to the client’s principle place of business and shall be treated as having been given upon receipt.
5. Loss or Damage to Goods
Davidson Violette will take all reasonable steps to ensure the protection from loss, damage or destruction of the services or materials it supplies to the Client (or which may be received from the Client).
6. Confidentiality
Both parties shall maintain strict confidence and shall not disclose to any third party any information or material relating to the other or the other’s business which comes into that party’s possession and shall not use such information and material. This provision shall not, however, apply to information or material which is or becomes public knowledge other than by breach by a party of this clause.
7. Employment of Personnel
Subject to the prior written consent of Davidson Violette, the Client shall not induce to employ, whether as an employee, agent, partner or consultant, any employee of Davidson Violette directly associated with delivery of the Goods.
8. Warranty
(i) Davidson Violette warrants that it has the right to provide the Goods but otherwise the Goods are provided on an “as-is” basis without warranty of any kind, express or implied, oral or written including, without limitation, the implied conditions of merchantable quality, fitness for purpose and description, all of which are specifically and unreservedly excluded. In particular, but without limitation, no warranty is given that the Goods are suitable for the purposes intended by the Client.
(ii) Davidson Violette warrants that the Goods will be supplied using reasonable care and skill. Davidson Violette does not warrant that the Goods supplied are error-free, accurate or complete.
9. Limitation of Liability
Davidson Violette shall not be liable for any claim arising out of the performance, non-performance, delay in delivery of or defect in the Goods or Services nor for any special, indirect, economic or consequential loss or damage howsoever arising or howsoever caused (including loss of profit or loss of revenue) whether from negligence or otherwise in connection with the supply, functioning or use of the Goods and Services. Any liability of Davidson Violette shall in any event be limited to the costs paid by the Client in the year in which the event of default arises.
Nothing herein shall limit either party’s liability for death or personal injury arising from the proven negligence by itself or its employees or agents.
The Client shall fully indemnify Davidson Violette against any liability to third parties arising out of the Client’s use of the Goods.
Purchase Order Terms
1. Supplier’s Obligations
Supplier shall supply the equipment, material, goods or services (“Goods and Services”) identified in the Purchase Order (“PO”) pursuant to the terms and conditions contained herein and in the PO (the “Agreement”). Goods and Services are to be supplied at the locations and by the delivery dates set forth in the PO. Suppliers providing contracting services shall use qualified personnel and equipment and facilities that meet industry standards. Supplier shall respect all relevant legislation, regulations, labour laws, immigration laws, import-export regulations and environmental and industry standards in all jurisdictions where Supplier operates and the Goods and Services are delivered. Supplier shall maintain records and provide regular reports pursuant to Davidson Violette’s instructions on the delivery of the Goods and Services, their conformity with the service levels and specifications identified to Supplier, and the application of any service level payments identified in the PO in the event of non-conformity. Supplier shall respect Davidson Violette’s Code of Business Conduct and, where applicable, its corporate policies regarding workplace conduct, site access, safety, contractor orientation, computer systems security, privacy and its Environmental Policy, as updated from time to time. Contact the issuer for a copy of current corporate policies. Supplier means Supplier, its personnel, affiliates and subcontractors involved in the supply of Goods and Services.
2. Davidson Violette’s Obligations
Davidson Violette shall pay Supplier for the Goods and Services at the agreed Price set forth in the PO pursuant to the submission of a valid, detailed invoice presented in Canadian currency as set forth in the PO, subject to the terms and conditions of this Agreement. Davidson Violette reserves the right to inspect the Goods and Services and reject them in part or completely if they do not meet the service levels and the specifications, and request a replacement, refund or credit at Supplier’s cost including transport, and to dispute or reject any associated invoice in part or completely. In no event will acceptance of the Goods and Services by Davidson Violette be presumed or deemed, including without limitation due to any act of Davidson Violette such as the payment of the invoice. Inspection and acceptance by Davidson Violette does not relieve Supplier of its warranty obligations.
3. Financial Matters
Supplier shall submit electronic invoices upon delivery of the Goods and Services. Davidson Violette shall pay invoices forty (40) days from the date on the invoice, subject to acceptance. Supplier is required to accept payment electronically. If applicable, any discounts or rebates set out in the PO or for early payment shall be identified on the invoice, as well as any applicable Service Level Payments. Davidson Violette reserves the right to audit such invoices against Supplier’s reports and to perform independent verification. All Prices shall be exclusive of all provincial or federal taxes.
4. Effective Date, Term and Termination
Supplier’s delivery of Goods and Services under the PO shall constitute acceptance of these Terms and Conditions, which are incorporated by reference in the PO. The Agreement shall be formed in Ottawa as of the date set forth on the PO (“Effective Date”) and shall remain in full force and effect for the period set out in the PO (“Term”) unless terminated earlier as per the below. Either Party shall have the right to terminate this PO for default in the event that a Party does not perform a material obligation including without limitation meeting any service levels or specifications, and fails to correct such non-performance within fifteen (15) days from the date on the Notice of default. Supplier will return all physical or intellectual property and Confidential Information to Davidson Violette and shall reasonably cooperate with Davidson Violette in the termination and transition of Goods and Services including the transfer of all data regarding the supply of Goods and Services over the Term. The bankruptcy or insolvency of either Party shall entitle the other to terminate this Agreement, to the extent permitted by law.
5. Representations and Warranties
Supplier represents and warrants that:
(i) it is duly organized or incorporated in the relevant jurisdictions and has full capacity to enter into this Agreement and perform its obligations hereunder;
(ii) no hardware or software or other material used in the supply of the Goods and Services infringes any intellectual property rights or liens of any third party;
(iii) Supplier holds all right, title and interest in the Goods and Services; and
(iv) that it operates in compliance with all laws and regulations; and
(v) this Agreement does not violate any other agreement binding on Supplier.
Supplier represents and warrants that the Goods and Services:
(i) will perform in accordance with the service levels and/or specifications;
(ii) are free from latent or manifest defects in materials, workmanship and design; and
(iii) will be performed by well-qualified personnel in accordance with best established industry standards.
These warranties are continuous and extend to new or additional Goods and Services that may be supplied.
6. Liability and Indemnifications
Supplier shall indemnify and hold harmless Davidson Violette from any losses, liens, damages, liability, and expenses (“Damages”) incurred by Davidson Violette arising from Supplier’s breach of its obligations or warranties under this Agreement; any third party claims; or Supplier’s access to Davidson Violette’s or Davidson Violette’s affiliates’ premises. In the event that Davidson Violette has incurred Damages, Davidson Violette shall notify Supplier and Supplier shall indemnify Davidson Violette for the Damages and hold harmless Davidson Violette against any third party legal claims associated with the Damages. No third party claim may be settled without the consent of Davidson Violette, which consent shall not be unreasonably withheld.
7. Insurance
In the event that Supplier is supplying Goods or Services or accessing Davidson Violette sites or Davidson Violette`s affiliates sites, it shall maintain Comprehensive General Liability with an insurer acceptable to Davidson Violette, in an amount (in the currency set forth in the PO) of no less than two million dollars ($2,000,000) per occurrence, for damage to or destruction of property (including loss of use), including products and completed operations coverage and contractual liability, or a combined single limit of two million dollars ($2,000,000) for bodily injury including death. If the supply of Goods and Services includes the provision, lease or hire of licensed vehicles on behalf of Supplier, or accessing Davidson Violette sites by vehicle, Supplier shall have Automobile Liability insurance in an amount of no less than five million dollars ($5,000,000) per occurrence. Supplier shall provide Workers Compensation coverage (or its equivalent) for its personnel and subcontractors in accordance with the statutory limits in the relevant jurisdiction and reimburse Davidson Violette for any claims that Davidson Violette must pay for which Supplier is responsible. Supplier shall name Davidson Violette as an additional insured and provide a certificate of insurance pursuant to which Davidson Violette will be notified of any cancellation or material change to coverage. Any deductible or self-insurance shall be of a level acceptable to Davidson Violette.
8. Force Majeure
Notwithstanding anything to the contrary in this Agreement, neither Party shall be liable for delay or non-performance caused by any of the following circumstances when beyond its control: acts of God, explosions, riots, extreme natural disasters, wars, sabotage or terrorism (“Force Majeure”). Should an event of Force Majeure make it impossible for a Party to perform its obligations hereunder, the affected Party shall try to reduce or mitigate the adverse impact of the event. The affected Party shall notify the other Party that it considers an event of Force Majeure has occurred. If the adverse impact cannot be eliminated completely, such non-performance shall be excused for the duration of the event of Force Majeure. If, however, the event of Force Majeure lasts more than fifteen (15) days from the original notification, this Agreement may be terminated in whole or in part by the non-affected Party.
9. Confidentiality
Each Party shall keep confidential and prevent the unauthorized disclosure of information disclosed by the other Party, which is confidential by its nature including without limitation technical, commercial, financial, marketing, operational or strategic information related to the business of a Party, on any verbal, visual or written medium, whether it is marked confidential or restricted or not (“Confidential Information”). The receiving Party shall protect Confidential Information from disclosure to third parties using the same degree of care that it uses for its own most confidential information, but no less than best efforts.
10. Governing Law, Dispute Resolution
This PO will be governed by the laws of the Province of Ontario and the laws of Canada applicable therein. Any dispute that cannot be resolved between the Parties shall be resolved by litigation before the Ontario Superior Court in Toronto, Ontario.
11. Notices
Legal Notices shall be sent to Davidson Violette at:
488 Gladstone Avenue Ottawa, ON Canada K1R 5N8
and to Supplier at the address noted on the Purchase Order.
12. General
The PO, these Terms and Conditions, Davidson Violette Policies, and any specifications, service levels, or instructions provided by Davidson Violette, constitute the entire agreement between the Parties and take precedence over any other understandings or communications, oral or written, and over any Supplier terms and conditions or purchase orders. If a master agreement exists between Davidson Violette and Supplier to govern the supply of Goods and Services identified in the PO, the terms and conditions of the master agreement shall apply to such Goods and Services. If any clause is unenforceable it shall be severed and the other clauses will remain in full force. Any clause which by its nature should survive termination will do so, including without limitation the Confidentiality, Liability, Indemnification and Warranty clauses. The Parties are independent contractors and nothing herein shall make them agents, employees, or partners and there shall be no joint and several liability. The non-exercise by a Party of a right hereunder does not constitute a waiver of such right. Nothing herein shall be interpreted to create an exclusivity in favour of Supplier unless otherwise set out in the PO. Time is of the essence. Supplier shall not use Davidson Violette’s name for the purposes of advertising, press releases, promotion or solicitation without the prior written consent of Davidson Violette. These Terms and Conditions may be updated by Davidson Violette from time to time and Supplier commits to review them regularly. Les Parties se sont expressément entendues pour que ces termes et conditions soient rédigés en langue anglaise. The Parties have expressly agreed that these terms and conditions should be drafted in English.