These terms and conditions represent the agreement between St. Joseph’s Healthcare Hamilton, a division of St. Joseph’s Health System (hereafter known as the “SJHH”), and the Vendor for the supply and delivery of the itemized good(s) and/or service(s), on this Purchase Order (PO).

In situations where this PO has been issued for good(s) and/or service(s) under a separate written agreement or contract, between the SJHH and Vendor, this PO will be subject to that agreement. The terms and conditions of that separate agreement shall supersede those listed herein in the event of any conflict or inconsistency.

This PO is (except those written under a separate agreement or contract) expressly limited to the acceptance of the terms and conditions stated herein. In the event that any terms and conditions of Vendors’ documents contradicts these standard PO terms and conditions, these terms and conditions shall govern and take priority, irrespective of whether the Vendor accepts these terms and conditions by a written acknowledgement. SJHH’s failure to object to provisions contained in any communication received from the Vendor or acceptance of the goods shall not be construed as being a waiver or modification of the provisions hereof. Any terms proposed by the Vendor that are additional or inconsistent with the terms of this PO will not be binding on SJHH unless SJHH accepts such terms in writing.

1. ACCEPTANCE
This PO is an offer to purchase the good(s) and/or service(s) as set forth on the face of the PO. Any of the following acts by the Vendor shall constitute acceptance of the terms and conditions of the PO: signing and returning a copy of this PO; delivery of any of the good(s) and/or service(s) itemized in this PO; commencement of work; or written acknowledgment of the terms of this PO.

2. CHANGES
SJHH reserves the right, at any time prior to delivery, to change specifications, analytical methods, shipment mode, packaging, add/delete good(s) and/or service(s) or place and time of delivery. Changes will be made by means of a revised PO. If any such change causes an increase or decrease in pricing or the time required for performance of Vendor’s obligations under this PO, an equitable adjustment shall be made in the PO price and/or delivery schedule, or SJHH may at its sole discretion cancel this PO if an agreement on an equitable adjustment cannot be made.

3. TAXES
Except for HST and unless otherwise provided herein, all prices shown on the PO are deemed to include all taxes and duties levied in respect to the goods ordered hereunder.

4. PACKAGING & DOCUMENTATION
No charges will be allowed for boxing, crating or cartage unless otherwise stated herein. The Vendor shall properly package the goods for shipment. SJHH reserves the right to reject items that are not properly packaged, not in suitable containers and/or damaged. Goods damaged in transit due to faulty packing will not be accepted and will be the sole responsibility of the Vendor. Unless otherwise agreed in writing, all shipments are subject to inspection by SJHH. Delivery does not constitute acceptance unless the goods have been inspected and approved by SJHH and all Goods remain subject to rejection by SJHH.

Goods shall be aFdequately packaged for safe delivery to SJHH. All transportation laws and regulations must be strictly complied with. For all direct shipments crossing an international border to St. Joseph’s Healthcare Hamilton, all documentation requirements must be followed as outlined in Customs Requirement Circular. Any penalties resulting from non-compliance of these terms by the Vendor will be the responsibility of the Vendor.

Each shipment shall only contain items listed on the applicable PO. If the Vendor is shipping items from multiple POs, those items shall be packaged separately. The PO number is to be listed on all shipping/receiving documents.

One packing slip is required per PO and per shipment. The packing slip shall list all goods delivered in the shipment, including item number, description, quantity, unit of measure, PO number, lot/serial number, etc. If there are multiple packages in the shipment, the packages must be labelled appropriately, e.g. if there are three packages, they should be marked 1 of 3, 2 of 3, and 3 of 3. The packing slip shall be affixed to the outside the package. In instances where there are multiple packages, the packing slip shall be affixed to one of the packages, and the package containing the packing slip must be clearly marked.

Invoices must not be sent with shipments. Any invoices received by this method will not be processed.

Where a third party provides shipping, the Vendor’s name must be referenced on the delivery documents and packing slip, in addition to the required information noted above.

5. QUALITY
Unless a separate document or contract states otherwise, all materials supplied by the Vendor shall be new and shall conform to the requirements of the SJHH’s specifications. The Vendor shall correct or replace any defective work or material supplied by it, at its own expense, upon the direction of SJHH.

6. DELIVERY
Time is of the essence of all POs. Due Date is date expected arrival at SJHH’s location. If any shipment or delivery is made which is not in all respects in accordance with the provisions of the PO or the delivery schedule, SJHH shall be entitled to reject any such shipments or deliveries and cancel this PO without any penalty or liability to SJHH. All expenses of transportation and storage, due to improper documentation or any negligence by the Vendor shall be completely borne by the Vendor.

At any time upon request by SJHH, the Vendor shall furnish, at no expense to SJHH, a proof of delivery document for all good(s) and/or service(s) that have been supplied by the Vendor to SJHH, and provide all necessary details regarding the receipt of such good(s) and/or service(s).

7. WARRANTIES
The Vendor warrants that the goods(s) shall be (a) free and clear of all liens and encumbrances; (b) free from any deficiencies or defects in design, material or workmanship (latent or otherwise) and of good and merchantable quality; (c) comply with all laws, regulations, industry standards (e.g. Heath Canada) and government agency requirements applicable to the product(s); (d) not infringe, or cause another product to infringe, any intellectual property right or any contractual right of any third party; and (e) conform to the Vendor’s specifications and with representations previously made by the Vendor and be fit for the use intended by the SJHH. Warranties on all goods(s) shall be for not less than one year after the date of receipt by SJHH, unless otherwise agreed upon by SJHH.

As to services, in addition to any express or implied warranties, the Vendor warrants that it possesses the requisite expertise, facilities, and equipment necessary and appropriate to perform the services, and that such services shall be performed in a safe, diligent, professional and competent manner by persons qualified and skilled in their occupations, and furthermore, that all Work will be performed in accordance with SJHH requirements, all laws, regulations, industry standards and government agency requirements applicable to the services; and that the services will not infringe on, or cause a product to infringe on, any intellectual property right or any contractual right of any third party.

If any of the work, in the opinion of SJHH, is inadequately performed or requires corrections, the Vendor shall forthwith make the necessary corrections at its own expense as specified by SJHH in a rectification notice or shall refund to SJHH the amount paid for the services.

8. CONTRACTORS WORKING ON PREMISES
No work is to be performed without valid PO. Time sheet or work order must be completed, signed and one copy left with a SJHH employee at completion of job or at end of each work day for ongoing projects. Copy of same must be forwarded with invoice.

9. ASSIGNMENT
The Vendor shall not assign or transfer the whole, or any part of this PO, or any monies due under it, without the prior written consent of SJHH. Such consent shall be in the sole discretion of SJHH and subject to the terms and conditions that may be imposed by SJHH.

10. INDEMNITY AND INSURANCE
Contractors performing services on SJHH property must have valid WSIB Clearance Certificate and proof of liability insurance before commencement of work. At any time, SJHH reserves the right to request proof of such insurance.

11. FORCE MAJEURE
Neither party shall be liable for damages caused by delay or failure to perform its obligations under the PO due solely to an events beyond reasonable control such as: acts of God, war, fires, floods, strikes, etc., but shall not include shortages or delays relating to goods or services. An event shall not be considered beyond one’s reasonable control if a reasonable business person applying due diligence in the same or similar circumstances under the same or similar obligations as those contained in the PO would have put in place contingency plans to either materially mitigate or negate the effects of such event.

If a party seeks to excuse itself from its obligations under this PO due to a force majeure event, that party shall immediately notify the other party of the delay or non-performance, the reason for such delay or non-performance and the anticipated period of the delay or non-performance. If the anticipated or actual delay or non-performance exceeds 15 Business Days, the other party may immediately terminate the PO by giving notice of termination and such termination shall be in addition to the other rights and remedies of the terminating party under the PO, at law or in equity.

Where the delay or anticipated delay may impair SJHH’s ability to meet its requirements/obligations or may otherwise interfere with its operations, SJHH may at its sole discretion and without liability to the Vendor cancel outstanding deliveries hereunder wholly or in part.

12. CONFIDENTIALITY
The Vendor agrees to hold all information provided by SJHH, in either written or any electronic format, including, but not limited to, design information, drawing, specifications, reports, requests for quotation or proposal, SJHH information or the like, in strictest confidentiality. No dissemination of any information is permitted without explicit written consent of SJHH. The Vendor and SJHH acknowledge and agree that Freedom of Information and Protection of Privacy Act (FIPPA) applies to and governs all records and may require the disclosure of such Records to third parties. The Vendor, where applicable, will be subject to all applicable requirements imposed on Vendors within in the regulations under Personal Health Information Protection Act (PHIPA) (and any other applicable legislation and under the PO).

13. COMPLIANCE WITH LAWS
The Vendor has and will comply with all laws and regulations of international, federal, provincial and local governments, as applicable. The Vendor agrees to indemnify the Hospital for any liability imposed on the Hospital resulting from such non-compliance by the Vendor. The PO shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

14. MANDATORY COVID-19 VACCINATION COMPLIANCE

St. Joseph’s Healthcare Hamilton has introduced a COVID-19 Immunization Policy that is aligned with regional, provincial, and federal recommendations regarding infection prevention and screening.

Effective December 14, 2021, the policy requires all Contractors working on-site at SJHH to be fully vaccinated, (apart from approved medical exemptions) and be compliant with St. Joseph’s COVID-19 Immunization Policy.

“Fully vaccinated” means having received the full series of a COVID-19 vaccine or combination of COVID-19 vaccines approved by Health Canada; and having received the final dose of the COVID-19 vaccine at least 14 days ago.

Prior to commencing any Work on site at SJHH, Contractors shall adhere to this mandate and demonstrate their compliance by completing and submitting an Attestation Form, which can be found at: stjoes.ca/ContractorVaccinationAttestation

Failure to complete the Attestation may result in access to SJHH premises being restricted.

15. LIEN WAIVERS
The Vendor shall furnish, upon SJHH’s request, any waivers by the Vendor and all other persons entitled to assert any lien, encumbrance or moral rights in connection with the good(s) and/or services(s) of this PO.

16. PATENT, COPYRIGHTS, AND TRADEMARKS
The Vendor warrants that the sale or use of product(s) and/or service(s) furnished hereunder will not infringe or contribute to infringement of any patent, copyright, trademark, trade secret or other proprietary right. The Vendor further represents and warrants that it has obtained assurances with respect to any Vendor Intellectual Property and Third-Party Intellectual Property that any rights of integrity or any other moral rights associated therewith have been waived. The Vendor shall defend, at its own expense, any suit or claim that may be instituted against SJHH or any affiliate of SJHH for alleged infringement of rights listed above.

SJHH shall have the right, at no additional charge, to use and/or reproduce the Vendor’s applicable literature, such as operating and maintenance manuals, technical publications, prints, drawings, training manuals, and other similar supporting documentation and sales literature, unless otherwise negotiated. The Vendor shall advise SJHH of any updated information relative to the foregoing literature and documentation with timely modifications in writing.

17. LIABILITY FOR INJURY
The Vendor hereby agrees to indemnify and hold harmless SJHH from and against any and all liability, loss, costs, damages, and expenses (including legal, expert, and consultant fees), causes of action, actions, claims, demands, lawsuits, or other proceedings, (collectively, “Claims”), by whomever made, sustained, incurred, brought, or prosecuted, including for third party bodily injury (including death), personal injury, and property damage, in any way based upon, occasioned by or attributable to anything done, or omitted to be done by the Vendor its subcontractors or their respective directors, officers, agents, employees, partners, affiliates, volunteers, or independent contractors in the course of performance of the Vendor’s obligations under, or otherwise in connection with, the PO. The Vendor further agrees to indemnify and hold harmless SJHH for any incidental, indirect, special or consequential damages, or any loss of use, revenue or profit, by any person, entity or organization, including, without limitation, SJHH, claimed or resulting from such Claims. The obligations contained in this paragraph shall survive the termination or expiry of the agreement.

18. CESSATION OF PRODUCTION
If production of any good(s), or the provision of any service(s), is to be permanently discontinued at any time within one year after the final delivery of such good(s) and/or service(s) under this order, the Vendor shall give SJHH at least 180 days prior written notice of such discontinuance, during which time the Vendor shall accept POs from SJHH for a reasonable quantity of such good(s) and/or service(s).

19. PUBLICITY
The Vendor shall not make or authorize any publicity, publication, news release, advertisement, or other disclosure relating to this PO or its good(s) and/or service(s) without the prior written consent of SJHH, except as may be required to fulfil this PO.

20. TERMINATION
SJHH reserves the right to terminate, without cause, all or any part of this PO at any time prior to delivery of the relevant product(s) and/or service(s) by providing written notice to the Vendor.

21. WAIVER
Any failure by SJHH to insist in one or more instances upon strict performance by the Vendor of any of the terms and conditions of the PO shall not be construed as a waiver by SJHH of its right to require strict performance of any such terms or conditions, and the obligations of the Vendor with respect to such performance shall continue in full force and effect.

22. DISPUTES
Where the Vendor fails to comply with any of its obligations under the PO, SJHH may issue a rectification notice to the Vendor setting out the manner and timeframe for rectification. Within seven Business Days of receipt of that notice, the Vendor shall either comply with the rectification notice or provide a rectification plan satisfactory to SJHH. If the Vendor fails to either comply with that rectification notice or provide a satisfactory rectification plan, SJHH may immediately terminate the PO/agreement. Where the Vendor has been given a prior rectification notice, the same subsequent type of non-compliance by the Vendor shall allow SJHH to immediately terminate the agreement.

23. EQUIPMENT
It shall be the responsibility of the Vendor to install, uncrate, remove/dispose of all packing materials and repair of any damage to the facility that occurs during delivery or installation of equipment. Where a trade-in of existing equipment is included, the Vendor shall be responsible for the disassembly and complete removal of the trade-in unit, unless otherwise agreed.

Acceptance Testing: Upon completion of installation, operational verification data shall be taken, documented and presented to the SJHH prior to acceptance and first clinical utilization. At SJHH’s sole discretion, acceptance testing may be performed to verify the specifications and clinical operation. Final resolution of compliance with specifications and clinical operation must be made before final acceptance by SJHH.

Equipment to be supplied shall have applicable certification marks acceptable as per the Canadian Electrical Safety Standards and all owner/operator/service manuals shall be provided.

24. COMPLETE AGREEMENT
This PO, and any schedules annexed hereto by SJHH, contains the complete and entire agreement between the parties as to the subject matter hereof, and replaces and supersedes any prior or contemporaneous communications, representations, or agreements, whether oral or written, with respect to such subject matter. Formal contracts or master agreements shall supersede this document.

25. CURRENCY
All dollar amounts expressed herein shall be payable in Canadian currency unless expressly indicated otherwise in this PO.

26. GENERAL TERMS
This PO will be interpreted in accordance with the laws of the Province of Ontario, shall not be changed, modified, terminated, or discharged in all or in part except by instrument in writing and shall ensure to the benefit of and be binding upon the parties hereto and their respective successors, heirs, permitted assigns and legal and personal representatives. Should any part of this order or its application be declared invalid or unenforceable, the remainder of the PO will not be affected thereby. SJHH reserves the right to offset any amounts otherwise due by the Vendor to SJHH to be agreed upon by both parties.