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 (collectively, the “Agreement”). Goods and Services are to be supplied at the locations and by the delivery dates set forth in the PO. Supplier shall use qualified personnel and equipment and facilities that meet industry standards. Supplier shall respect all relevant legislation, regulations, labour laws and industry standards where the Goods and Services are delivered. Supplier shall maintain records and provide regular reports pursuant to Silverstone’s instructions on the delivery of the Goods and Services. Supplier shall report their conformity, and non-conformity, to the service levels and identified specifications. Supplier shall respect Buyer’s Code of Business Conduct, and where applicable, its workplace conduct, site access, safety, orientation, privacy and Environmental Policies. Supplier means Supplier, its personnel, affiliates and subcontractors involved in the supply of Goods and Services.
Silverstone 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, subject to the terms and conditions of this Agreement. Silverstone reserves the right to inspect the Goods and Services and reject them in part or completely, if they do not meet this Agreement’s service levels and specifications, and request a replacement, refund or credit at Supplier’s cost. Inspection and acceptance by Silverstone does not relieve Supplier of its warranty obligations.
Supplier shall submit invoices upon delivery of the Goods and Services. Silverstone Builders shall pay invoices thirty (30) days from the date on the invoice, subject to acceptance. All applicable taxes are to be set out separately on the invoice. Silverstone may offset any amounts owed to Supplier against amounts owed by Supplier. Goods and Services shall be FOB as specified in the PO.
Supplier’s delivery of Goods and Services under the PO shall constitute acceptance of these Terms and Conditions. The Agreement shall be formed as of the date set forth on the PO and shall remain in full force and unless terminated, as per the below. Either Party shall have the right to terminate the PO for default, in the event that a Party does not meet any service levels or specifications, and fails to correct such non-performance within five (5) days from the date of receiving written default notification. All property will be return to the respective owner and each party shall reasonably cooperate 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.
Supplier represents and warrants that the Goods and Services will perform in accordance with the service levels and/or specifications and free from defects in materials, workmanship and design. Supplier represents and warrants that the Goods and Services 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.
Supplier shall indemnify and hold harmless Silverstone from any losses, liens, damages, liability, and expenses (“Damages”) incurred by Silverstone arising from Supplier’s breach of its obligations or warranties under the Agreement. In the event that Silverstone has incurred Damages, Silverstone shall notify Supplier and Supplier shall indemnify Silverstone for the Damages. No third party claim may be settled without the consent of Silverstone.
All Silverstone Sub-Contractors shall provide proof of Commercial General Liability in an amount not less than $2,000,000.00 per occurrence, for damage to property, destruction of property (including loss of use) or per occurrence for bodily injury including death. Sub-Contractors shall provide Workers Compensation coverage for its personnel and subcontractors and shall provide a certificate of insurance to Silverstone and must notify Silverstone with 30 days written Notice of any cancellation or change to coverage. Sub-Contractors shall also maintain $2,000,000.00 Automobile Third Party Liability, listing Silverstone as an additional insured, with 30 days written Notice of Cancellation.
Any Supplier or Sub-Contractor that handles, provides, distributes or pours concrete shall provide proof of Concrete Rip & Tear coverage of a least $200,000.00 in addition to their General Liability coverage.
All Engineering providers shall provide proof of Errors & Omissions coverage of $5,000.000.00, over and above the previously listed General Liability coverage.
Notwithstanding anything to the contrary in this Agreement, neither Party shall be liable for delay or non-performance caused by any circumstances when beyond its control: acts of God, extreme natural disasters, wars, sabotage or terrorism ("Force Majeure").
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 not.
Notices shall be sent to Silverstone at:
Physical Address: Mailing Address:
5306 – 50th Avenue P.O. Box 5840 Pickardville, AB, Canada, T0G 1W0 Westlock, AB, Canada, T7P 2P6
The PO, these Terms and Conditions, Silverstone’s Policies, and any specifications, service levels, or instructions provided by Silverstone, constitute the entire agreement between the Parties and take precedence over any other understandings or communications, oral or written. Any clause which by it’s nature, should survive termination, will do so, including without limitation the Confidentiality, Liability, Indemnification and Warranty clauses. These Terms and Conditions may be updated by Silverstone from time to time and Supplier commits to review them regularly.
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