Terms and Conditions - Purchases
 

1. Parties - In this Purchase Order and in any documents, drawings, specifications or instructions referred to in this Purchase Order:
 (a) “Buyer” means Comco Pipe and Supply Company which is the issuer of this Purchase Order.
 (b) “Seller” means the person, firm or corporation to which this Purchase Order is directed
 
2. Shipments of materials or provision of services purchased under this Purchase Order (herein called the “Materials”) must be made by the Seller as specified herein, free and clear of all liens and encumbrances, and no modification of this Purchase Order shall become binding upon the Buyer unless expressly agreed to in writing by the Buyer. The Seller is responsible for any additional freight charges incurred if the Materials are not delivered within the time allowed, routed as specified or to the destinations specified. If for any reason the Seller fails to deliver the Materials as stipulated by this Purchase Order, the Buyer may cancel without liability any undelivered portion of this Purchase Order without prejudice to any right of the Buyer to claim damages from the Seller for such failure to deliver. The Buyer shall be entitled to place the Purchase Order elsewhere and the Seller shall be liable to the Buyer for any and all resulting additional expenses and losses.

3. Notwithstanding prior inspection, payment for, or use of the Materials, the Buyer shall have the right, exercisable within ninety (90) days of receipt of the Materials, to reject any of such Materials which do not conform to the specifications of this Purchase Order or which contain defects in design, materials or workmanship. All such rejected Materials shall be held subject to the disposition of the Seller, at the Seller’s risk and expense, and for credit or refund to the Buyer, at the Buyer’s option, and shall not be replaced by the Seller except upon written instructions from the Buyer.

4. The Seller sells the Materials with full legal warranty and further warrants, and it is a condition of this agreement, that the Materials shall conform to the details and specifications appearing on the face hereof, shall be free from defects in design, material and workmanship and shall be suitable for the purposes intended. The Seller shall be responsible for any and all expenses incurred for the removal or replacement of the Materials arising out of any such defect. This warranty is in addition to and not in substitution for any statutory warranty or any other right or remedy which the Buyer may have.

5. The Seller agrees to indemnify and save and hold harmless the Buyer, its officers, agents and employees from any and all claims, charges, liabilities and/or damages of any kind or nature whatsoever on account of the operations of the Seller, its subcontractors or its or their agents or employees, arising out of performance malperformance and/or non-performance of this Purchase Order. The Seller also agrees that if it or its subcontractors, agents or employees are required to be present on the Buyer’s premises, or perform work with any of the Buyer’s employees, that the Seller shall secure and maintain in full force and effect during the performance of any work involved in connection with this Purchase Order, adequate public liability and property damage insurance satisfactory to the Buyer.

6. The Seller agrees to defend any claim or action that may be brought against the Buyer by reason of the Buyer’s purchase, use or sale of the Materials, whether in the form furnished to the Buyer or in combination with other materials and to indemnify the Buyer and hold the Buyer harmless against all judgments, damages, costs and expenses recovered against the Buyer. If the Buyer should be enjoined or interfered with in the use of any Materials ordered under this Purchase Order, or any part thereof, due to actual or alleged infringement of any patents, copyrights, trademarks, industrial designs or corresponding right pertaining to the Materials, the Seller agrees to furnish at its own expense such Materials in substitution for the Materials claimed to infringe any patent, copyright, trademark, industrial design or corresponding right as shall be satisfactory to the Buyer.

7. The Materials must be packaged and prepared for shipment in a manner which provides adequate protection during delivery. No charges for shipping preparation, cartage or delivery will be paid by the Buyer unless expressly stated herein.

8. The Seller may not assign the whole or any part of its obligations arising out of this Purchase Order without the Buyer’s prior written consent.
 
9. The Buyer shall not accept any drafts or bills of exchange upon them, without prior written approval by its authorized representative.
 
10. All Materials shall be at the Seller’s risk until delivered to the Buyer at the place specified and the Seller shall not insure shipments for the Buyer’s account.
 
11. Over shipments shall be for the Seller’s account and in case the Seller desires return of any over shipment, all expenses incurred by the Buyer shall be for the Seller’s account.
 
12. The prices on this Purchase Order are firm and shall include all taxes and duties unless otherwise specifically provided on the face of the Purchase Order. The Materials shall be invoiced at the lowest prevailing market price at the time of delivery unless the price is specified herein.
 
13. If the Seller shall become insolvent or shall make any assignment for the benefit of creditors or a receiver or trustee shall be appointed for all or part of its property, this Purchase Order may forthwith be cancelled at the option of the Buyer without liability on the part of the Buyer.
 
14. Neither party shall be responsible to the other for non-performance or delay in performance occasioned by any causes beyond its control including without limitation any acts or omissions of the other party, such as: acts of civil or military authority, strikes, lockouts, trade actions, embargoes, insurrections or acts of God. If such force majeure circumstances continue for five (5) days, either party may cancel this Purchase Order without obligation or liability to the other party by sending the other party a written notice of cancellation.
 
15. The Buyer shall have the right at any time to cancel this Purchase Order or any part thereof. In the event of such cancellation, the Seller shall be entitled to reimbursement of reasonable costs properly incurred to the date of cancellation, with no claim for loss of anticipated profit.

16. The terms and conditions set forth on the face and back hereof and attached hereto by the Buyer constitute the entire agreement between the parties for the goods and services ordered hereunder and no other terms and conditions which the Seller may submit to the Buyer shall in any way and under any conditions apply. References herein to documents or other information from the Seller are for identification only and form no part of the said final agreement except as specifically indicated to the contrary. No change, modification limitation, waiver, termination, recision or discharge of the agreement constituted by this Purchase Order shall be binding on the Buyer unless in writing and executed by an authorized employee of the Buyer.
 
17. This Purchase Order shall be governed by the laws of the province where the Purchase Order originated.