REQUEST FOR QUOTATION ( RFQ ) No. PS11331 LEASE OF ONE (1) NISSAN MAXIMA SEDAN

Similar documents
AIRBOSS RUBBER SOLUTIONS - TERMS AND CONDITIONS OF SALE

TERMS AND CONDITIONS OF PURCHASE (T&C s)

ALLIED INTERNATIONAL SUPPORT, INC. TERMS AND CONDITIONS OF PURCHASE ORDER

Terms and Conditions of Sales

Standard Terms and Conditions of Sale

Terms & Conditions of Sale:

Purchase Terms and Conditions

CARRDAN TERMS AND CONDITIONS

1.1. Purchase Order means the purchase order issued to the Seller contemporaneously with these Standard Terms and Conditions.

GENERAL TERMS AND CONDITIONS OF SALE. December 2010

TURTLE & HUGHES, INC. AND SUBSIDIARIES TERMS AND CONDITIONS OF QUOTATION AND SALE

Terms of Sale Terms of Sale: Samples: Quantities: Buyer s Material:

MODULAR MINING SYSTEMS TERMS AND CONDITIONS OF SALE

ACKNOWLEDGEMENT YOUR ORDER IS ACCEPTED SUBJECT TO THE MOLEX TERMS AND CONDITIONS APPEARING HEREON

Projects Unlimited, Inc. PURCHASE ORDER TERMS AND CONDITIONS September 15, 2013

MOLDED FIBER GLASS COMPANIES Terms and Conditions of Sale (Custom Molding Products)

Terms & Conditions. Cleveland, OH Toledo, OH Pharr, TX. Universal Metal Products, Inc Lakeland Boulevard Cleveland, OH

PURCHASE ORDER TERMS AND CONDITIONS (Rev Date: 07/31/2017)

Standard Terms and Conditions of Sale (Rev. 03/2017) Page 1 of 5

PURCHASE ORDER TERMS AND CONDITIONS

sold under a separate Order. Failure of Seller to deliver any installment shall not entitle Buyer to cancel the balance of the Order. 4.3 Any time quo

DELVA TOOL AND MACHINE TERMS AND CONDITIONS OF PURCHASE

TERMS AND CONDITIONS OF SALE

TERMS & CONDITIONS STANDARD PAGE 1 OF 5 DATE: 6 AUGUST 2014

ROTOR CLIP PURCHASE ORDER GENERAL TERMS AND CONDITIONS

GW Plastics, Inc. Terms & Conditions of Sale

Emerson Heating Products

UNIVERSAL PLANT SERVICES, INC. & AFFILIATES TERMS AND CONDITIONS (MATERIALS/SERVICES)

ALL PURCHASE ORDERS ARE SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS

KORRY ELECTRONICS CO TERMS AND CONDITIONS OF SALE

CORPORATE SUPPLY ARRANGEMENT

KSS Sales Proposal Terms & Conditions

Pro Flow Dynamics, LLC. Standard Terms and Conditions of Sales

TERMS AND CONDITIONS OF SALE

Standard Terms and Conditions of Purchase Order - Suppliers

DAYTON Lamina Corporation

Purchase Order Terms and Conditions

CONDITIONS OF PURCHASE (GOODS AND SERVICES) DOMESTIC AND INTERNATIONAL

CONDITIONS OF PURCHASE (GOODS AND SERVICES) DOMESTIC AND INTERNATIONAL

PURCHASE ORDER TERMS & CONDITIONS

STANDARD TERMS AND CONDITIONS OF SALE

APPLICABLE TERMS AND CONDITIONS

Molex Standard Terms and Conditions for the Americas Region, US, Canada, Brazil and Mexico

ALCOA USA CORP. STANDARD TERMS AND CONDITIONS FOR SELLING ALUMINUM PRIMARY AND SECONDARY PRODUCTS

TOWNSHIP OF HAMILTON. RFP# PW Sand/Salt Storage Facility Engineering Services

Molex Standard Terms and Conditions for the Asia Pacific Region

TOYOTA TSUSHO CANADA, INC. ( Buyer ) - GENERAL TERMS AND CONDITIONS OF PURCHASE

Molex Standard Terms and Conditions for the Asia Pacific Region

1.1.1 days means any day other than a Friday, or official public holiday in the United Arab Emirates;

SALES ORDER TERMS AND CONDITIONS

General Terms and Conditions for Purchase Orders

COHERENT TERMS AND CONDITIONS OF SALE TAIWAN

STANDARD TERMS AND CONDITIONS FOR THE PURCHASE OF GOODS

Order & Quotation Terms & Conditions DEFINITIONS: Buyer Order Product Quotation RFQ Seller Terms and Conditions 1. Applicability:

TERMS AND CONDITIONS OF SALE

MFI - Procurement Terms and Conditions

TERMS AND CONDITIONS OF PURCHASE ( TERMS AND CONDITIONS )

SABIC INNOVATIVE PLASTICS ARGENTINA CONDITIONS OF SALE

SUPPLIER TERMS AND CONDITIONS

Cooper Standard Automotive Inc. General Terms and Conditions Definitions. Entire Agreement; Electronic Documents. Acceptance of Purchase Order.

Request for Quotation Q. Bike Mechanic Course Tools

Purchase Terms and Conditions

Terms and Conditions of Sale

e. Seller s remedies relating hereto to shall be cumulative and in addition to any other remedies provided herein or by law or in equity.

GENTEX CORPORATION TERMS AND CONDITIONS OF SALE

Purchasing Terms & Conditions

PURCHASE ORDER TERMS AND CONDITIONS

ELMEC TECHNOLOGY OF AMERICA, INC. STANDARD TERMS AND CONDITIONS OF SALE

Conditions of Purchase

FORMATION OF CONTRACT AND KEY TERMS

Appliance Parts Catalog

Sale Order Terms and Conditions. Article I Sales Within the Continental United States

GENERAL TERMS AND CONDITIONS FOR THE SALE OF GOODS

Public Notice. Invitation to Bid Precast Concrete Box Culvert Purchase

Terms and Conditions of Purchase

AUTOMATED PACKAGING SYSTEMS, INC. VENDOR TERMS AND CONDITIONS

Product Terms, Conditions & Warranty

APPENDIX A KOA SPEER ELECTRNONICS TERMS AND CONDITIONS OF SALE

WHRL SOLUTIONS LLC. CONDITIONS AND TERMS OF SALE 1. APPLICABLE TERMS.

SYSTRON DONNER INERTIAL General Terms and Conditions Of Sale

TERMS AND CONDITIONS OF SALE

4. DELIVERY AND DOCUMENTATION:

Systems & Electronics, Inc. Purchase Order Terms & Conditions

PURCHASE ORDER TERMS & CONDITIONS

STANDARD TERMS AND CONDITIONS Equipment Lease Form DCR 309

EATON FILTRATION BUSINESS

Confirmation of Purchase Order/Terms and Conditions of Sale 1. ACCEPTANCE OF ORDER: Natel Engineering Co., Inc. or it s Powercube division ( Natel or

KOHLER INDUSTRIES, INC. Term and Conditions of Sale, Including Limited Warranty

PUBLIC SALE PANDA MASCOT COSTUMES PS 01 ( )

PGW AUTO GLASS, ULC PURCHASE ORDER GENERAL CONDITIONS

PURCHASE AGREEMENT FOR STAIR STEP SCREENS AND WASHING PRESSES

JOS MALAYSIA - GENERAL TERMS AND CONDITIONS OF SALE

Summit Engineering (Birmingham) Ltd. Standard Terms and Conditions for the Purchases of Goods

PURCHASE ORDER TERMS AND CONDITIONS

TERMS AND CONDITIONS OF SALE

TERMS AND CONDITIONS February, 2014

TAX SAVINGS AGREEMENT PROCEDURES

I. DEFINITIONS as used throughout the Purchase Order, and this Contract document, the following terms shall have the meaning set forth below:

Standard Terms and Conditions of Sale Non-Systems The Americas

Albany Safran Composites, LLC Albany Engineered Composites SAS Terms and Conditions of Purchase

Transcription:

REQUEST FOR QUOTATION ( RFQ ) No. PS11331 Quotations are to be addressed and delivered to the Purchasing Services Office, 3 rd Floor, Suite #320, East Tower, 555 West 12 th Avenue, Vancouver, British Columbia, Canada, V5Z 3X7 prior to the Closing Time: 3:00:00 pm Vancouver Time (as defined in Note 2 below), Tuesday, July 12, 2011. This quotation will not be opened publicly. NOTES: 1. Quotations are to be submitted in sealed envelopes or packages marked with the Vendor s Name, the RFQ Title and Number. 2. Closing Time and Vancouver Time will be conclusively deemed to be the time shown on the clock used by the City s Purchasing Services Office for this purpose. 3. The City s Purchasing Services office is open on Business Days 8:30 am to 4:30 pm Vancouver time and closed Saturdays, Sundays and holidays. 4. DO NOT SUBMIT BY FAX. All queries related to this RFQ shall be submitted in writing to the attention of: Julia Johnston Buyer FAX: 604.873.7057 E-MAIL: purchasing@vancouver.ca

INSTRUCTIONS TO VENDORS AND GENERAL TERMS AND CONDITIONS Pages 1-5 1.0 Introduction and Submission Instructions 2.0 Inquiries 3.0 Pricing/Contract Term 4.0 Delivery Address 5.0 Delivery Time 6.0 Quantities 7.0 Terms Of Payment 8.0 Placement of a Purchase Order 9.0 Disqualification 10.0 Evaluation Criteria 11.0 Freedom of Information and Protection of Privacy 12.0 No Promotion of Relationship 13.0 Environmental Responsibility QUOTATION FORM AND SCHEDULE OF PRICES Pages QF1 QF6 APPENDIX 1 REQUIREMENTS APPENDIX 2 PURCHASE ORDER TERMS AND CONDITIONS

1.0 INTRODUCTION AND SUBMISSION INSTRUCTIONS 1.1 The City is seeking quotations for the lease of one (1) Nissan Maxima Sedan for a thirty-six (36) month term. 1.2 Vendors should carefully review Appendix 1 Specifications for a detailed description of the City s requirements. 1.3 Vendors should carefully review the City s standard purchase order terms and conditions [attached as Appendix 2]. The City hereby reserves the right to amend its standard purchase order terms and conditions at any time without providing notice to the vendors. If the City issues a purchase order pursuant to this RFQ, it is the sole responsibility of the vendor to review and familiarize itself with the terms and conditions of the purchase order before supplying any goods and services. 1.4 Quotations should be submitted on the form provided. Failure to do so may result in the quotation being put aside and given no further consideration. Failure to complete all fields in the quotation form and schedule of prices may result in the vendor s quotation being disqualified. 1.5 All costs associated with the preparation and submission of the RFQ, including any costs incurred by the Vendor after the Closing Time, will be borne solely by the Vendor. 2.0 INQUIRIES 2.1 It is the responsibility of the vendor to satisfy itself as to the requirements set out in this RFQ. Inquiries are to be addressed only to the contact person named on the cover page of this RFQ. If required, an addendum will be issued to all vendors. 3.0 PRICING 3.1 Prices quoted are to be exclusive of HST, except where expressly requested. 3.2 Pricing shall be held firm for the term of the lease. 3.3 Prices are to be to quoted DDP (Incoterms 2000) and include all taxes (excluding HST, except where expressly requested), fees, charges, overhead, profit and other expenses or costs of any kind whatsoever necessary for or incidental to the supply and delivery of the specified item. 3.4 Prices are to be quoted in Canadian currency. Page 1

4.0 DELIVERY ADDRESS 4.1 The vendor shall deliver goods to the following address: Engineering Equipment Service - Manitoba Works Yard, 250 West 70 th, Vancouver, BC, V5X 2X1 unless otherwise specified in a purchase order. 5.0 DELIVERY TIME 5.1 Vendors are asked to state in their submissions the delivery time from placement of a purchase order. Bidders shall state the guaranteed delivery time in Appendix 1 Schedule of Prices and Quantities. The ability to offer prompt delivery may be a factor in the award of this RFQ. Deliveries must be made between 8:00 am and 2:30 pm, Monday to Friday, excluding statutory holidays, unless other arrangements have been agreed to in writing. 6.0 QUANTITIES 6.1 The quantity stated herein is the City s best estimate of its requirements. Payment will only be made on the actual quantities ordered by the City and delivered by the Contractor. 7.0 TERMS OF PAYMENT 7.1 The City s standard payment terms are Net thirty (30) days after receipt and approval of invoice; however, any discounts or more favourable terms which may be offered by the vendor will be taken into consideration in the financial evaluation. The vendor must indicate in its quotation if it requires alternate payment terms. 7.2 The vendor may be asked if it will be willing to accept payment by EFT (Electronic Funds Transfer) or by credit card. 8.0 PLACEMENT OF A PURCHASE ORDER 8.1 The City may elect to place an order resulting from this RFQ with more than one vendor and is not obligated to enter into an exclusive arrangement with any vendor or purchase any minimum quantity of equipment or material. 8.2 Acceptance of a quotation and placement of a purchase order shall be valid only if made by an authorized representative of the City. 8.3 Where the head office of the successful vendor is located within the City of Vancouver and/or where the successful vendor is required to perform the services at a site located within the City of Vancouver, the successful vendor is required to have a valid City of Vancouver business license. Page 2

9.0 DISQUALIFICATION 9.1 The City may elect to disqualify any bid that fails to meet any of the requirements of this RFQ. Any deviations from the requirements or conditions specified herein must be clearly stated in the vendor s response. The City will determine what constitutes an acceptable deviation. If no deviations are indicated in the vendor s response, the City will be entitled to interpret that the vendor offers to perform in full compliance with the requirements and conditions stated herein. 10.0 EVALUATION CRITERIA 10.1 Quotations will be evaluated on the basis of the overall best value to the City based on quality, service, cost and any criteria set out herein including, but not limited to: a) ability to meet specifications stated herein, including and required delivery date and installation date stated herein; b) lowest overall cost including as appropriate: purchase price, installation costs, delivery cost, maintenance cost including availability of parts and service, warranty, and compatibility with existing equipment; c) any other criteria the City deems, at its sole and absolute discretion, necessary to evaluate the vendor s offer; d) equipment quality, configuration, age and condition; e) ability to meet specified delivery time lines; and f) availability of inventory and/or support from the manufacturer; 10.2 The City may elect to not accept the lowest or any quotation, and may terminate or amend this RFQ at anytime. 10.3 If the City identifies an ambiguity in the quotation submitted by the vendor the City, in its sole and absolute discretion, may seek clarification from the vendor or put the quotation aside and give it no further consideration. 10.4 The City may request any additional information from the vendor that the City requires to satisfy itself that the vendor will be able to supply and deliver the goods and services set out in this RFQ including, without limitation, requiring the vendor to provide additional product specifications or to furnish evidence of adequate insurance. Page 3

11.0 FREEDOM OF INFORMATION AND PROTECTION OF PRIVACY 11.1 The City is subject to the Province of British Columbia s Freedom of Information and Protection of Privacy Act. 12.0 NO PROMOTION OF RELATIONSHIP 12.1 The vendor must not disclose or promote its relationship with the City, including by means of any verbal declarations or announcements and by means of any sales, marketing or other literature, letters, client lists, press releases, brochures or other written materials without the express prior written consent of the City (except as may be necessary for the vendor to perform the vendor s obligations under the terms of the Contract). Furthermore, the vendor undertakes not to disclose or promote its relationship with the City in any communication or matter whatsoever as a basis to create an association, express or implied. 13.0 ENVIRONMENTAL RESPONSIBILITY 13.1 The City is committed to preserving the environment. Vendors shall provide environmentally sensitive products or services wherever possible. Where there is a requirement that the Contractor supplies materials, and where such materials may cause adverse effects, the vendor shall indicate the nature of the hazard in its submission. 13.2 The Vendor agrees to advise the City of any known alternatives or substitutes for such materials that would mitigate the effects of any adverse conditions on the environment. Page 4

Please mail, courier or deliver your submission in person to: Mail to: City of Vancouver Purchasing Services 453 West 12 th Avenue Vancouver, BC V5Y 1V4 Courier/deliver in person to: City of Vancouver Purchasing Services #320 East Tower 555 West 12 th Avenue Vancouver, BC V5Z 3X7 If delivering by mail, courier or in person, please reference the RFQ number and title on the envelope and ensure that it will be received before the Closing Time. ATTENTION: Julia Johnston FROM: (Company Name) (Contact Name) SUBJECT: REQUEST FOR QUOTATION No. PS11331 The undersigned vendor, having carefully read and examined the RFQ and having full knowledge of the requirements described herein, does offer to provide the goods and/or services in accordance with the specifications and terms and set out in the RFQ (except as noted below) and the pricing shown below. Page QF1

1.0 SCHEDULE OF PRICES Item Description Qty Monthly Price Total Price Lead Time 1. Nissan Maxima Sedan for a thirty-six (36) month lease as per the specifications in Appendix 1 1 $ $ # Weeks HST should not be included in prices. Delivery costs should be included in prices. TOTAL Page QF2

2.0 TERMS OF PAYMENT (if other than Net 30) Are there any discount terms available for payment by EFT (Electronic Funds Transfer) or by purchasing card (MasterCard) within ten (10) days? Yes No If yes, state terms: 3.0 CASH DISCOUNTS (15 th of the month following, or later, is preferred by the City). A cash discount allowance of % will be allowed if accounts are: (a) paid within days, or (b) paid by the th of the month following. (a) or (b) shall be clear days from date of acceptance by the City, or receipt of the invoices by the City, whichever is later. Page QF3

4.0 ALTERNATE OR SUGGESTED ADDITIONAL COMPONENTS Are there alternate or suggested additional components suggested by the vendor? If yes, list the components and their price: Item Description Qty Unit Price Unit of Measure Total Price 1. $ $ in accordance with the specifications set out herein. Make: Model Year and No.: Provincial Environmental Levy $ $ HST should not be included in prices. Delivery costs should be included in prices. TOTAL 5.0 REFERENCES The following is a list of references for similar goods, materials, equipment and/or services supplied by the Vendor to other clients. The Vendor agrees that the City may contact these references at its discretion. In addition, the City may also contact any other organization for the purposes of evaluating the Vendor s company and Tender. Name and Address of Company Contact Name and Telephone Number Brief Description of Work and Date Performed Page QF4

6.0 TERMS AND CONDITIONS By initialling below, the vendor acknowledges it has read and understands the terms, conditions and requirements set out herein and has identified any deviations or alternatives thereto; and if applicable, has provided an explanation of why it will not or cannot comply with any of the terms and conditions set out herein. Will Comply: Cannot Comply (explain): Pursuant to and in compliance with this Request for Quotation and any addenda, the undersigned, being familiar with the documents, the site, conditions on site, contract service areas, the character of the equipment and materials needed to carry out and provide the equipment, goods, or services, and all relevant laws, rules, notices, directives, standards, orders and regulations, licensing and permit requirements, labour market, parking and other circumstances which may affect its quotation, hereby offers to supply the equipment, goods or services in accordance with the terms and conditions for the prices as set out herein. Page QF5

Company Name: Signature of Authorized Signing Officer: Date: Name of Authorized Signing Officer: Title of Authorized Signing Officer: Mailing Address: Cheque Payable/Remit to Address: Telephone No.: Fax No.: Key Contact Person: E-mail: HST Registration No.: Incorporation Date: City of Vancouver Business License Number: (If your office is located in Vancouver or N/A if not applicable) WorkSafeBC Account Number: Provide the WorkSafeBC registration number and a letter from WorkSafeBC confirming that the Tenderer is registered in good standing with WorkSafeBC and that all assessments have been paid to the date thereof prior to the City having any obligation to pay monies for the services provided. Dunn and Bradstreet Number: ( or N/A if not applicable) Page QF6

APPENDIX 1 REQUIREMENTS REQUIREMENTS: NO. QTY. DESCRIPTION 1. 1 Nissan Maxima Four (4) door sedan complete with: State: - Seating capacity for five (5) - 290hp, 6 cylinder V6, 3.5L gasoline engine - Automatic transmission - Solid roof - Exterior color Ink Blue - Interior color - Charcoal - All weather floor mats - Two (2) sets of keys - Operator Manual - Minimum three (3) year warranty - One (1) set parts and service manuals 1. Model year 2. Maximum payload capacity 3. Maximum vehicle weight 4. Energy guide rated city and highway fuel consumption (L/100km) 5. Peak horsepower and RPM 6. Peak torque and RPM 7. Warranty details 8. Lease price for thirty six (36) month lease 60,000 km mileage 9. Purchase price Appendix Page 6

APPENDIX 1 REQUIREMENTS DEVIATIONS: 1. Clearly identify any deviations to the requirements and specifications stated above and/or to the conditions stated in this request for quotation. Appendix Page 7

REQUIRED DOCUMENTION: REQUEST FOR QUOTATION No. PS11331 APPENDIX 2 PURCHASE ORDER TERMS AND CONDITIONS Failure to meet these requirements may result in the goods and/or invoices being returned at the Vendor s cost. a. The purchase order number must be shown on all related invoices, shipping papers, transportation bills, packages, packing lists and correspondence. b. A separate invoice must be rendered for each shipment or delivery and mailed or delivered with the goods to the Department/Division/Branch shown on the front of the purchase order. All invoices must bear a unique reference (invoice) number. c. A packing list must be included with each shipment applied against this purchase order. d. Where applicable, serial numbers are to be shown on the invoice including serial numbers of trade-in equipment. Despite any other term of this purchase order, risk of loss or damage to the goods and services will remain with the Vendor until the receipt, inspection and written approval of the goods and services by the City. INSURANCE: The Vendor shall purchase and maintain insurance appropriate for a prudent supplier of the goods and services. The Vendor shall provide proof of such insurance, if so requested by the City. INDEMNITY: The Vendor agrees to indemnify and save harmless the City, its members, officers, employees, assigns, agents and clients from any liability, loss, cost and expense arising directly or indirectly from claims, proceedings and investigations ( Losses ) advanced by or on behalf of third parties to the extent such Losses are caused or contributed to by any breach of this agreement by the Vendor or negligence or willful misconduct by the Vendor or other party for whom the Vendor is responsible. e. The Vendor shall provide appropriate labels and material safety data sheets for WHMIS regulated products. No product containing asbestos shall be supplied at any time without written authorization. OFFER AND ACCEPTANCE: The Vendor, by the execution of this purchase order or by the commencement of performance enters into a binding agreement of purchase and sale with the City of Vancouver (the City ) for the supply of the goods and services as listed on the face of this purchase order subject to these terms and conditions. The City s placement of this purchase order with the Vendor is expressly conditioned upon the Vendor s acceptance of all the terms and conditions contained on, attached to, or expressly incorporated by reference in this purchase order. Any terms and conditions proposed by the Vendor that are inconsistent with or in addition to the terms and conditions of this purchase order are void and of no effect, whether provided in an invoice, confirmation of purchase or other instrument. PAYMENT: Payment by the City shall be made after final acceptance by the City of the goods and services, notwithstanding any previous passing of title to the goods. PRICES/TERMS OF SHIPMENT: Unless otherwise noted on the face of the purchase order: a. prices and shipping terms are DDP (Incoterms 2000); and b. prices include all packing, handling, cartage, taxes, duties and are otherwise all-inclusive. DELIVERY: Time is of the essence. The Vendor must advise immediately of any shortage or delay of any kind. If delivery of goods and services is not completed by the delivery date, the City reserves the right to terminate this purchase order in whole or in part and to purchase substitute goods and services elsewhere and charge the Vendor with any incidental or consequential damages that might be incurred. WARRANTY: Without limitation to any additional warranties provided by the Vendor, whether indicated on the face of the purchase order or otherwise provided, the Vendor warrants that: (a) all goods shall be of merchantable quality and free from defects in workmanship and materials; (b) all goods shall strictly conform to applicable samples, specifications and drawings; (c) all goods and services shall be fit for the purpose intended by the City; (d) all goods shall be free and clear of all liens, charges and encumbrances; (e) the goods and services shall comply with the standards set forth by applicable federal, provincial, municipal and industry regulatory agencies; (f) the shipping and handling of any hazardous material will be made in accordance with all applicable laws and regulations; and (g) the goods and services shall comply with all applicable environmental protection laws and regulations. Unless a longer warranty period is specified on the face of the purchase order or is otherwise provided, the foregoing warranty shall be valid for one year from the date of acceptance of the goods and services by the City. If at any time prior to the expiration of any applicable warranty period, any weakness, deficiency, failure, breakdown or deterioration in workmanship or material should appear or be discovered in the goods and services furnished by the Vendor, or if the goods and services do not conform to the terms and conditions of this purchase order, the City may at its option (a) require the Vendor to promptly replace, redesign or correct the defective and non-conforming goods and services at no expense to the City, or (b) the City may replace or correct the defective goods and services and charge the Vendor with all expenses incurred by the City. The Vendor agrees to indemnify and save harmless the City, its members, officers, employees, assigns, agents, clients and the public from any liability, loss, cost and expense arising either directly or indirectly, from breach of any warranty given by the Vendor hereunder. INSPECTION: All goods and services are subject to inspection and approval by the City upon delivery. The City reserves the right to refuse acceptance of goods and services which are not in accordance with City s specifications or not in compliance with the Vendor s warranty (expressed or implied). Goods not accepted will be returned to the Vendor at the Vendor s expense. The City will not be deemed to have accepted goods and services by virtue of a partial or full payment for them and in no event unless and until the City gives the Vendor written confirmation of acceptance following the City s receipt, inspection and approval of the goods and services. WAIVER AND LIMITATIONS OF LIABILITY: The Vendor hereby waives and disclaims any right of action or claim against the City (other than for payment of the purchase price set forth on the face of this purchase order) for any liability, loss, cost and expense arising directly or indirectly from its supply of the goods and services listed on the face of this purchase order. If, regardless of the foregoing, the City becomes liable on any basis to the Vendor its liability shall not in the aggregate exceed the purchase price set forth on the face of this purchase order. WORKSAFEBC: The Vendor shall maintain registration with WorkSafeBC and adhere to all WorkSafeBC practices relevant to the goods and/or services to be delivered by the Vendor under the terms of this purchase order. CITY SUPPLIED PROPERTY: Title to any items which have been supplied to the Vendor by the City, or paid for by the City, in advance of delivery by the Vendor of the goods and services ordered on the face of the purchase order, shall at all time be vested in the City. The risk of loss for such items shall remain with the Vendor until delivery to the City of such items, in the same conditions as originally received by the Vendor. The Vendor hereby agrees to be responsible for any and all loss or damage to the City s property while such property is in its possession or control. Technical information, specifications, drawings, designs, building and floor plans and other documentation relating to the business or activities of the City disclosed by the City to the Vendor pursuant to this purchase order shall be held in strict confidence by the Vendor and shall remain the exclusive property of the City and may not be copied or reproduced without the express written consent of the City. INTELLECTUAL PROPERTY: The Vendor shall defend, indemnify and hold harmless the City, its members, officers, employees, agents, clients, and the public from any expense, cost, loss, claim, damage, judgment or liability for infringement or alleged infringement of third party intellectual property rights including any patent, copyright, industrial design, trademark or trade secret with respect to the goods and services and their process of manufacture. The Vendor shall at its own expense defend or assist in the defence of, at the City s option, any action in which such infringement is alleged. COMPLIANCE WITH LAWS: In accepting this purchase order, the Vendor represents that it has complied and will continue during the performance of this purchase order to comply with the provisions of all applicable third party contracts, and all applicable laws. The laws of British Columbia govern this agreement, the courts of British Columbia have exclusive jurisdiction over any disputes under it, and all provisions of the International Sale of Goods Act (BC) are specially excluded. NO PROMOTION OF RELATIONSHIP: The Vendor must not disclose or promote its relationship with the City, including by means of any verbal declarations or announcements and by means of any sales, marketing or other literature, letters, client lists, press releases, brochures or other written materials without the express prior written consent of the City. ASSIGNMENT: This purchase order shall not be assigned or subcontracted by the Vendor without the prior written consent of the City. CHANGES/MODIFICATIONS/TERMINATION: The City reserves the right at any time, to cancel or terminate this purchase order in whole or in part by written or verbal notice confirmed in writing or to make changes in any one or more of the following: quantity, specifications, methods of shipment or packing, and place or timing of delivery. If any such change causes a change in the cost of or the time required for performance of this purchase order, an equitable adjustment shall be made in the price or delivery schedule, or both. No agreement or understanding to modify this purchase order shall be binding on the City unless in writing and signed by the City s authorized agent. PASSAGE OF TITLE/RISK: Appendix Page 8