F.Trottier Construction Ltd (FTC) – Purchase Order (P/O) General Terms and Conditions for Sub-Contractors and Professional Services (Herein referred to as “Supplier”). Version 2016/05

1.0 AGREEMENT

1.1 Supplier accepts these general terms and conditions – project delivery (“Terms and Conditions”) by accepting a work order, purchase order, other work instructions (collectively, a “P/O”), beginning work, including shipment of products and/or equipment, or performance of services. No terms or conditions other than these Terms and Conditions and no agreement or understanding, oral or written, in any way purporting to modify such terms and conditions shall be binding on the Parties. Supplier agrees that, notwithstanding any language to the contrary or any written or oral acknowledgement by Supplier, (i) any quotation, acknowledgement, or similar instrument issued by the Supplier in relation to this Agreement is intended only for the Supplier’s internal purposes, (ii) no other instrument shall be considered a counteroffer, amendment, modification, or other revision to this Agreement, and (iii) no term or condition included in the Supplier’s quotation, acknowledgement, or similar instrument will have any force or effect.

1.2 Fred Trottier Construction Ltd (“FTC”) hereby retains Supplier (collectively, the “Parties” and individually, a “Party”) as an independent contractor to perform, and Supplier hereby agrees to perform, the Work as an independent contractor.

1.3 All capitalized terms used in these Terms and Conditions shall have the meaning given them in these Terms and Conditions provided that any other terms that have a generally understood meaning in the construction industry shall have that meaning for the purposes of the Terms and Conditions.

1.4 The contract between the Client and FTC (collectively the “Main Contract”) will be deemed to form part of this P/O and all provisions of this Agreement shall be applicable and enforceable to the Supplier and that, by making the necessary adjustments as if the Client was FTC and Supplier was the general contractor.

1.5 Notwithstanding the foregoing, in case of interpretation, the parties agree that the provisions of these Terms and Conditions shall take precedence over the provisions of the Main Contract between FTC and the Client.

 

 

2.0 DELIVERABLES

2.1 Goods and/or services (“Work”) ordered by FTC shall be timely furnished and invoiced in strict conformity with the P/O, and any other documents relating to the Work as advised by FTC, including, without limitation, specifications, pricing, and Work milestone documents as well as Applicable Law, the policies, and other requirements of the Client.

 2.2 Supplier shall supply all labour, materials, supplies, equipment, and services required to deliver the Work in accordance with the requirements of the P/O including, without limitation, the provision of any and all labour, materials, supplies, equipment and other goods or services that are necessary and can reasonably be understood or inferred to be included within the scope of such Work. If any of the Work, in the reasonable opinion of FTC, is inadequately provided or requires corrections, the Supplier shall forthwith make the necessary corrections at its expense. During the Term, Supplier shall keep the Place of Work clean and tidy.

2.3 The Work: (i) shall be undertaken in a professional and competent manner by persons qualified and skilled in their occupations to the standards consistent with that level of care and skill ordinarily exercised by members of the same trade or profession currently practicing under similar circumstances in the general vicinity of the location of the Work (“Place of Work”); and (ii) shall comply with all applicable laws, statutes, ordinances, rules, regulations, and codes, whether federal, provincial, or local, including required environmental protection and health and safety regulations (“Applicable Law”). All materials and supplies brought into the Work shall be new and any substitutions agreed to by FTC shall be of equal or better quality than such specified materials or supplies.

2.4 Supplier shall be fully responsible for the professional quality, technical accuracy, timeliness, and completeness of the Work and at all times shall act diligently, prudently, ethically, and in the best interest of FTC, the Client, and the Client’s properties.

2.5 At any time, FTC may issue a change to the Work and any resulting change in the Contract Price or the Work milestones agreed to by FTC shall be confirmed in writing by the Parties. No change in the Work or any resulting change to the Contract Price or Work milestones proposed by Supplier shall be effective unless or until agreed to in writing by FTC. All such changes that are confirmed in writing shall constitute part of the P/O.

2.6 Supplier shall only use subcontractors first approved in writing by FTC. Supplier shall be solely responsible for the acts and omissions of its subcontractors and FTC’s approval of any subcontractor shall not change Supplier’s liability in this regard. Subcontractors shall obtain and maintain all insurance coverage that Supplier is required to maintain under the terms and conditions of the P/O.

2.7 Supplier has inspected the Place of the Work prior to the commencement of the Work to the extent it deems necessary to determine difficulties and hazards incidental to the Work (for both construction and design purposes) whether arising from the location of the Work, proximity of the Work to adjacent facilities, site conditions, equipment, and other building structures, or otherwise, and is reasonably satisfied with the nature and extent of such difficulties and hazards. No change to the Contract Price or Work milestone documents will be permitted due to Supplier’s failure to have investigated and determined the conditions affecting the Work as contemplated in this section.

 

3.0 CONFLICT OF INTEREST

3.1 Supplier shall promptly disclose to FTC any actual or potential situation that may be reasonably interpreted as a real or perceived or potential real or perceived conflict of interest and shall comply with any terms and conditions subsequently prescribed by FTC resulting from the disclosure. Disclosure to be made in writing to:

Fred Trottier Construction Ltd
420 McArthur Avenue
Ottawa ON K1K 1G6
Attn: Vice President, Operations

3.2 Breach of this conflict of interest provisions may cause damage to FTC for which it reserves its appeal against the Supplier.

 

4.0 CONTRACT PRICE AND PAYMENT

4.1 APPLICATIONS FOR PAYMENT

4.1.1 The amount that FTC shall pay for Work completed is in accordance with the P/O. (“Contract Price”).

4.1.2 The Contract Price is: (i) exclusive of GST, HST, QST and PST applicable in the jurisdiction where the Place of Work is situated; and (ii) inclusive of all other taxes, tariffs, duties and/or levies which may be payable in connection with the Work.

4.1.3 Applications for payment on account as provided in Article 4.4 – PAYMENT may be made monthly as the Subcontract Work progresses.

4.1.4 In order to validate the PO, the Supplier shall submit to FTC, 48hrs after issuance of PO, a valid WSIB Clearance Certificate (FTC’s WSIB#1814613), and if Place of Work is in the province of Quebec, an “attestation de Revenu Québec”, letters from the Commission de la santé et sécurité au travail (CSST) attesting that the Supplier is in compliance with its statutory obligations, including notably its obligations to file returns and its obligations to pay the required contributions, a copy of the Article of Incorporation, a proof of authority to execute this document in the form of a certified copy of a resolution naming the representative(s) authorized to sign the Agreement for and on behalf of the corporation or partnership; or by affixing of a corporate seal and a copy of a valid Commercial General Liability Insurance for $5,000,000.00 adding Fred Trottier Construction Ltd. as additional insured.

4.1.5 Subsequently at least 10 calendar days before each application for payment, a detailed schedule of values for the parts of the Subcontract Work, shall be submitted to FTC aggregating the total amount of the Subcontract Price, so as to facilitate evaluation of applications for payment.

4.1.6 The schedule of values shall be made out in such form and supported by such evidence as FTC may reasonably direct and when accepted by FTC, shall be used as the basis for applications for payment, unless it is found to be in error.

4.1.7 The Supplier shall include a statement based on the schedule of values with each application for payment.

4.1.8 Applications for payment for Products delivered to the Place of the work but not yet incorporated into the Subcontract Work shall be supported by such evidence as FTC may reasonably require to establish the value and delivery of the Products.

4.2 WITHHOLDING OF PAYMENT

4.2.1 If because of climatic or other conditions reasonably beyond the control of the Supplier, there are items of Subcontract Work that cannot be performed, payment in full for that portion of the Subcontract Work which has been performed as certified by the Consultant shall not be withheld or delayed by FTC on account thereof, but FTC may withhold, until the remaining portion of the Work is finished, only such an amount that FTC determines is sufficient and reasonable to cover the cost of performing such remaining Work.

4.3 NON-CONFORMING WORK

4.3.1 No payment by FTC under this P/O, nor partial or entire use or occupancy of the Work by the Client shall constitute an acceptance of any portion of the Work by FTC or the Client.

4.4 PAYMENT

4.4.1 Subject to the provisions of the P/O, and in accordance with legislation and statutory regulations FTC shall:

.1 make progress payments to the Supplier on account of the Subcontract Price in accordance with paragraph 4.4.2 of this Article. The amounts of such payments shall be as certified by the Consultant or the Client;

.2 upon Substantial Performance of the Work, pay to the Supplier the percentage of the Subcontract Price which has been held back when due; and

.3 upon issuance of the final certificate of payment, pay to the Supplier the unpaid balance of the Subcontract Price when due.

4.4.2 The Supplier shall make applications for payment together with supporting sworn statements and other documents that are required by the Subcontract Documents as specified in 4.5 on or before the 20th day of each month to FTC for approval and due processing. The amount claimed shall be for the value, proportionate to the amount of the Subcontract, of Subcontract Work performed and Products delivered to the Place of the Work up to the 30th day of the month. FTC shall pay the Supplier, no later than 60 calendar days after payment certification is received by Consultant and/or Client or 15 calendar days after the date of receipt of payment from the Client/Owner whichever is later, 100 percent of the amount applied for minus the holdback or such other amount as FTC or the Consultant determines to be properly due. Where FTC or the Consultant makes any changes to the amount of the applications for payment as submitted by the Supplier, the Supplier shall be advised promptly in writing by FTC of changes and given the opportunity to defend the Supplier’s submission without delay.

4.4.3 In the event that the Consultant fails to issue any certificate upon which payment shall become payable to FTC or the Owner fails to make a payment within the times prescribed in the Prime Contract:

a) FTC shall immediately inform the Owner of the Owner’s default as provided for by the terms of the Prime Contract, contemporaneously advise the Supplier of such default.

b) Should the Owner not remedy the default within the time prescribed by the Prime Contract, FTC shall stop the Work and shall, within the time stipulated in the applicable lien legislation, take such steps as are required to enforce all of FTC’s lien rights to recover all amounts unpaid on the Subcontract. FTC shall provide the Supplier prompt Notice in Writing of all steps taken to enforce payment.

c) In the event that FTC has complied with all the provisions of this paragraph, the time for payment provided for in paragraph 4.4.2 of this Article shall be extended for 90 days from that otherwise provided for in paragraph 4.4.2 of this Article and the amount of the payment so suspended shall be deemed to be a holdback authorized pursuant to the terms of this Subcontract and shall be payable at the time provided for in this subparagraph.

d) Notwithstanding any suspension as herein provided of the obligation to make payment which would otherwise be payable pursuant to paragraph 4.4.2 of this Article, FTC shall not be obliged to pay interest on the amount of the payment which is suspended.

4.4.4 If no claims exist against the Work and the Supplier has submitted to FTC a sworn statement that all accounts for labour, sub-subcontracts, Products, Construction Equipment, and other indebtedness which may have been incurred by the Supplier in the performance of the Work and for which FTC might in any way be held responsible have been paid in full, except for holdback amounts to be payable out of the funds to be paid to the Supplier pursuant to this paragraph or as an identified amount in dispute, the amount withheld from progress payments made pursuant to paragraph 4.4.1.1 of this Article and which is payable pursuant to paragraph 4.4.1.2 of this Article is due and payable:

a) In the Common Law provinces, on the day following the expiration of the holdback period stipulated in the lien legislation applicable to the Place of the Work. If the Work takes place in Quebec, the holdback amount shall be due and payable in accordance with the P/O. FTC may retain out of the holdback amount any sums required by law to satisfy any liens from sub-contractors or supplier to the Supplier or, if permitted by the lien legislation applicable to the Place of the Work, other third party monetary claims against the Supplier which are enforceable against FTC.

4.4.5 Interest

a) Should either party fail to make payments as they become due under the terms of the P/O or in an award by arbitration or court, interest at the prime rate of interest quoted by the Bank of Canada as it may change from time to time shall apply on such unpaid amounts until payment is fully rendered.

b) Interest shall apply at the rate and in the manner prescribed by previous paragraph on the settlement amount of any claim in dispute that is resolved or otherwise, from the date the amount would have been due and payable under the Subcontract, had it not been in dispute, until the date it is paid.

4.5 SUPPORTING DOCUMENTS REQUIRED WITH EACH APPLICATION FOR PAYMENT

4.5.1 Subject to any payment schedule provided for elsewhere with the P/O, Supplier shall submit monthly applications for payment of the Contract Price for Work completed since the last application for payment was made. Each application for payment made to FTC shall consist of:

a) a detailed, itemized invoice that includes a labour and material cost breakdown, the correct P/O number, the FTC project name, the FTC project manager’s name, the work description & location, and any other information reasonable required by FTC or the Client;

b) a WSIB certificate and if Place of Work is in the province of Quebec, a letter from the Commission de la santé et sécurité au travail (CSST) attesting that the Supplier is in compliance with its statutory obligations, including notably its obligations to file returns and its obligations to pay the required contributions; and

c) any other information or documentation reasonable required by FTC or Client. No application for payment will be processed by FTC unless FTC has received:

i. a certificates confirming the insurance coverage that Supplier is required to obtain and maintain under the P/O are in effect; and

ii. a statement under oath for partial or final release attesting that all accounts relating to the workforce, the sub-contracts, products, construction materials, and any other debts incurred by Supplier in the performance of the subcontract work and for which FTC maybe held liable, have been paid in full.

iii. evidence that all permits for the Work have been obtained. The final application for payment shall, in addition to the foregoing, include:

(i) evidence that no claims for lien have been received (provided that if the Place of Work is in Quebec the Work shall be considered substantially complete 30 days following the date when the Work is ready for use or is being used for the purpose intended and, if there is a payment certifier, is so certified by the payment certifier otherwise as determined by FTC and in any case, supported by a formal waiver of legal hypothec by the supplier and for all its subcontractors and suppliers who denounced their contract as well as a letter from the “Commission de la Construction du Quebec (CCQ)” attesting that the Supplier is in compliance with its statutory obligations, including notably its obligations to file returns and its obligations to pay the required contributions and;

(ii) as-built drawings;

(iii) contractor or Supplier warranties for equipment, systems and materials; and;

(iv) all O&M manuals, schematics, technical guides and commissioning information.

4.5.2 If:

(i) FTC determines that Supplier’s invoice is not correct;

(ii) FTC disputes the amount of the invoice;

(iii) FTC determines that the Work was not satisfactorily rendered or is otherwise deficient; or

(iv) any application for payment is incomplete, FTC shall notify Supplier accordingly and may reject the invoice and withhold payment until the issue has been resolved provided that if only part of an invoice amount is disputed, FTC shall pay the undisputed portion of the invoice.

4.5.3 Payment of Supplier’s invoices shall be made by cheque as per paragraph 4.4.2. Payment shall not constitute FTC’s acceptance of the Work nor impair FTC’s right to inspect or audit the Work or exercise any of its remedies, including its right to recover back from Supplier any amount already paid for the Work. All payments on account of the Contract Price are subject to any holdbacks required by applicable construction lien law at the Place of Work.

4.5.4 Supplier acknowledges that FTC’s agreement with the Client may include prompt invoicing requirements and accordingly, and in any event, Supplier agrees to waive payment for Work:

(i) not invoiced within 6 months of the P/O issue date where such Work is scheduled for completion within 3 months of the P/O issue date; or

(ii) not invoiced within 6 months of substantial completion of the Work where Work is scheduled for completion beyond 3 months of the P/O issue date.

4.5.5 FTC may deduct from any sum due by FTC to Supplier any amount due to FTC by the Supplier under the P/O or any other agreement or P/O between FTC and Supplier.

4.6 CONTRACT SECURITY

4.6.1 In the event the Contract Price is equal to or greater than $100,000.00 or as otherwise specified, the Supplier shall provide to FTC the following contract security prior to commencement of the Work or within the specified time;

.1 A performance bond and labour and materials payment bond, each in the amount of 50% of the Contract Price, or

.2 A letter of credit, certified cheque or bank draft totaling 20% of the Contract Price made payable to Fred Trottier Construction Limited, which letter of credit, certified cheque or bank draft shall be returned to the Subcontractor, if not used or called upon, no later than 90 days after final completion of the Work.

4.6.2 If the Contract Documents require surety bonds to be provided, such bonds shall be issued by a duly licensed surety company authorized to transact the business of suretyship in the province or territory of the Place of the Work and shall be maintained in good standing until the fulfillment of the Work and 90 days after the completion of all Work at the Client’s construction project.

 

5.0 TERMINATION OF P/O

5.1 FTC may, by written notice to the Supplier, immediately and unilaterally terminate the whole or any part of the Work in any of the following cases, namely; (i) where the Supplier has delayed in commencing or failed to perform the Work or any portion thereof to the satisfaction of FTC; (ii) where the Supplier has become insolvent; (iii) where the Supplier has committed an act of bankruptcy; (iv) where the Supplier has abandoned the Work; (v) where the Supplier has made an assignment of the P/O without FTC’s consent ; (vi) the Supplier fails to fulfill his obligations in accordance with Terms & Conditions, including without limiting the generality of the foregoing, the obligations specified in section 2 of the Terms and Conditions.

5.2 Upon termination, FTC shall be liable solely for payment of the value of the Work satisfactorily completed under the P/O to the date of termination including a reasonable amount to compensate Supplier for costs directly related to the wind-up of the Work (“Wind Up Costs”). Wind Up Costs shall not include any profit or overhead or opportunity costs of Supplier and Supplier shall use commercially reasonable efforts to minimize Wind Up Costs.

5.3 FTC reserves the right, after having duly notified the Supplier in writing and giving him a reasonable time frame to execute, to redo some or all of the Work of the Supplier or to correct any defect or deficiencies in the way FTC see’s fit and FTC’s payment obligations to the Supplier will be reduced by a sum equal to the costs and related fees to redo some or all of the Supplier’s Work or to correct any defect or deficiencies;

 

6.0 INSURANCE AND WORKPLACE INSURANCE

6.1 The Supplier shall obtain and maintain in force for the duration of the Work the following insurance coverage prior to the commencement of the Work and provide to FTC:

a) A certificate of insurance confirming Supplier has in place commercial general liability insurance in an amount not less than five million dollars ($5,000,000) inclusive per occurrence for personal injury, bodily injury, death and property damage. The insurance may not be reduced, allowed to lapse, cancelled or modified without prior written notice to FTC;

b) A certificate of insurance confirming Supplier has in place commercial automobile liability insurance covering the ownership, operation and maintenance of all owned, non-owned and hired motor vehicles with a minimum bodily injury, death and property damage (including loss of use) limit of two million dollars ($2,000,000) inclusive, per occurrence;

c) A clearance certificate issued pursuant to the workers’ compensation legislation in effect in each of the jurisdictions where Work is to be performed confirming employees of Supplier performing the Work are covered by workers’ compensation insurance or equivalent legislative compensation scheme and that payments due thereunder are up to date.

6.2 All insurance policies must (i) for any property insurance, contain a waiver of subrogation in favour of the Indemnitees and (ii) for any liability insurance, include Fred Trottier Construction Ltd and any other parties prescribed by the main contract (“Indemnitees”) as additional insured with respect to liability arising in the course of performance of the obligations under, or otherwise in connection with the Agreement, in which case the policy shall be non-contributing and primary with respect to coverage in favour of the Indemnitees.

6.3 Supplier’s obligations to maintain such minimum insurance coverage shall in no way limit the liability or obligations assumed by Supplier with respect of FTC or Client under the P/O.

6.4 FTC may, acting reasonably, require higher limits or other types of insurance coverage(s) as necessary and appropriate under the circumstances of the Work or the P/O or as prescribed by the main contract.

6.5 If the Work is done by or includes professional services, Supplier shall carry and provide proof of professional errors and omissions coverage with a limit of not less than two million dollars ($2,000,000) inclusive.

 

7.0 INDEMNITIES AND LIABILITY

7.1 If, and to the extent, any act or omission of Supplier or its employees, servants, subcontractors, agents, or representatives or others it is responsible for in law, causes or results in (i) damage to or destruction of property of FTC or third-parties (including Client), and/or (ii) death or injury to persons including employees of FTC or third-parties (including Client), and/or (iii) any claim for infringement of intellectual property rights, and/or (iv) any claim for breach of any confidentiality provisions or unauthorized release of confidential information, Supplier agrees to indemnify, defend and hold harmless FTC and its partners, affiliates, and Clients and their respective officers, directors, employees, agents, successors, and assigns (collectively, “Indemnified Parties”) from and against any and all claims, actions, damages, demands, liabilities, costs, and expenses, including reasonable lawyers’ fees and expenses and costs of litigation (“Losses”) that FTC or any other Indemnified Party incurs as a result of, in connection with, or arising therefrom. Supplier shall pay or reimburse FTC or any other Indemnified Party promptly for all Losses. The provisions of this section shall survive the expiration or termination of the P/O.

7.2 Supplier shall indemnify and hold FTC, its partners and each of their respective officers, directors, and employees (collectively, “Fred Trottier Construction Limited Indemnified Parties”) harmless from any and all claims and losses of any kind whatsoever (including, without limitation, fines and penalties) suffered by or imposed upon any Indemnified Party due to, as a result of or arising out of Supplier’s failure to comply with any applicable workers’ compensation legislation at the Place of Work.

 

8.0 ASSIGNMENT

8.1 Supplier shall not assign the P/O without the prior written consent of FTC. If Supplier subcontracts or delegates any of its obligations in the P/O to a third party, Supplier shall remain fully responsible for complete performance of all of Supplier’s obligations under the P/O. FTC may, upon written notice to Supplier, assign its interest and obligations in the P/O to a third party without Supplier’s consent.

 

9.0 RECORDS

9.1 If Supplier provides time and materials services under the P/O, Supplier shall maintain complete and accurate books, records, accounts and invoices in relation to the Work. Upon request, FTC and Client shall be entitled from time to time to inspect and audit all said books, records, accounts and invoices in relation to the P/O.

 

10.0 HEALTH, SAFETY AND SUSTAINABILITY

10.1 Supplier acknowledges reading, reviewing and informing their staff of the FTC Health & Safety Policy and agreeing to abide by all applicable legislated and mandated health and safety requirements at the place of work. Supplier agrees to provide all required health and safety training at its own cost for their staff as related to providing the Work.

10.2 Where specified by the P/O, Supplier agrees to provide security clearance checks at their own cost on all employees that have access to Client locations to undertake the Work. FTC will provide the required Client specific security requirements.

10.3 Supplier will use only environmentally friendly products if available. Supplier will remove all waste materials from the Place of Work and dispose of in an environmentally-friendly manner, including reuse and recycling. Supplier will abide by all LEED requirements if Place of Work site is LEED certified.

10.4 Supplier shall immediately notify FTC of any actual or possible environmental, health or safety problems, including any issues that need to be reported to regulatory agencies that are attributable to the Work. Supplier also agrees to provide FTC with reasonable advance notice of potential labour disputes, material shortages, its insolvency or any other matters that may delay or interfere with its performance under the P/O.

10.5 Supplier recognizes and declares that it: (i) is responsible for directing, monitoring and performing the Work; (ii) is the person undertaking the Work as per the P/O.

10.6 Supplier shall ensure that all hazardous materials are properly handled and stored in accordance with all Client requirements and Applicable Law. Supplier must be able to demonstrate that its employees have received appropriate WHMIS training and are knowledgeable in spill response. If Supplier encounters toxic or hazardous materials or substances, Supplier shall: (i) take all reasonable steps to ensure that no person suffers injury, sickness or death and that no property is damaged or destroyed as a result of exposure to or the presence of the substances or material; (ii) suspend work at the location where Supplier encountered the toxic or hazardous substance or material; and (iii) immediately report its findings to FTC and confirm such findings in writing. Supplier will be permitted to continue work only upon FTC’s removal of the work suspension.

 

11.0 LAW AND ARBITRATION

11.1 The P/O shall be interpreted in accordance with and governed by the laws of the province where the Place of Work is located. All disputes among the parties shall be submitted to the non-exclusive jurisdiction of the courts where the Place of Work is located.

 

12.0 FORCE MAJEURE

12.1 For the purposes of this P/O, “Force Majeure” means an event which occurs owing to causes beyond the control of the Party claiming Force Majeure, which is unforeseeable and unavoidable and which occurs without fault or negligence or impecuniosity of the Party claiming Force Majeure.

12.2 A failure of Supplier to perform its obligations under this Agreement caused by Supplier’s subcontractors shall only be considered as Force Majeure if the criteria stated in Clause 12.1 are all met.

 

13.0 NOTICES

13.1 All documentation, contacts and or recall notices shall be made strictly through;

Fred Trottier Construction Ltd
420 McArthur Avenue
Ottawa ON K1K 1G6
Attn: Vice President, Operations

 

14.0 WARRANTIES

14.1 Supplier warrants that the Work: (i) shall be provided in accordance with the requirements of the Agreement; (ii) shall be free from failure, defects in material or workmanship; (iii) shall be of the best quality; (iv) shall comply with applicable industry standards and practices; (v) shall be free and clear of all liens, attachments and claims; (vi) shall be fit for the purpose intended; and (vii) shall correspond with the specifications, drawings, samples, or other description furnished or adopted by FTC and with applicable laws.

14.2 Unless otherwise specified elsewhere in the P/O, Supplier’s warranty shall be for no less than one year after substantial completion of the Work and FTC and the Client shall further benefit from all legal and manufacturers’ guarantees available in connection with the Work. Supplier agrees to expeditiously repair, replace or re-perform, at its own expense (including all associated costs such as transportation, replacement, removal and reinstallation costs) any Work or any part or components thereof which are found to be in breach of the warranties provided by the P/O when notified of such non-conformity by FTC. If Supplier fails promptly to remedy or replace non-conforming Work, FTC may, upon reasonable notice to Supplier, undertake or arrange for the undertaking of remedial works at Supplier’s expense. All warranties shall survive inspection, acceptance and use of the Work and completion, termination or cancellation of the P/O.

 

15.0 CONFIDENTIALITY

15.1 The Parties agree to protect and preserve all data and information exchanged between them-as confidential information.

 

16.0 SUCCESSORS AND ASSIGNS

16.1 The P/O and Terms and Conditions shall enure to and be binding upon the successors and permitted assigns of each Party.