These terms and conditions of purchase (the “Terms”) are the only terms that govern the purchase of goods and services by the Centre for Commercialization of Regenerative Medicine (“CCRM”) from the vendor named on the attached purchase order (the “Seller”). Notwithstanding anything to the contrary herein, if a written agreement signed by duly authorized representatives of each party is executed to govern such purchases covered hereby (“Agreement”), the terms of such Agreement shall prevail. In the absence of an Agreement, the attached purchase order and these Terms comprise the entire agreement between CCRM and Seller with respect to the subject matter of the purchase order. These Terms prevail over any of Seller’s general terms and conditions of sale.
Product or Service Specifications
The products or services purchased hereunder shall conform to Seller’s documentation and shall comply with applicable laws, including applicable codes and standards.
Delivery and Inspection
CCRM reserves its rights to cancel or modify any order of non-customized products prior to shipment. Delivery will be DDP (Incoterms 2020) and in accordance with the delivery schedule stated on the applicable quote. CCRM will inspect the product(s) upon their arrival and shall give written notice of any deficiency, that is detectable through a visual inspection, to Seller within ten (10) business days from the arrival of such product(s). Should CCRM not provide a notice of deficiency within the ten (10) business days, acceptance of the product(s) will be deemed to have occurred. Should the products be damaged in shipment or not conform to the specifications provided in the applicable quote, Seller shall replace the products or accept return of such products, at Seller’s expense. Title and risk of loss, theft or damages of products will pass to CCRM upon acceptance of delivery.
Payment Terms
Seller shall issue CCRM an invoice upon acceptance of delivery. CCRM shall make payment on any undisputed portion of an invoice within thirty (30) days after receipt of Seller’s invoice.
Dispute Resolution
In the event of a payment dispute CCRM shall deliver a written statement to the Seller no later than five (5) business days prior to the date such payment is due on the disputed invoice listing all disputed items and providing a reasonably detailed description of each disputed item. The parties shall seek to resolve all such disputes expeditiously and in good faith. Resolution of a dispute shall be in writing and signed by duly authorized representatives of each party and shall be binding and final. If a resolution is not reached within thirty (30) days of notice of dispute, any party may seek relief from any court of competent jurisdiction within Toronto, Ontario, Canada. The Seller shall continue performing its obligations under these Terms notwithstanding any such dispute.
Warranties and Guarantees
Each party will at all times comply with all applicable laws and regulations of any jurisdiction in which such party conducts business.
Seller warrants and guarantees, for and during the full period of twelve (12) months following reception of the products by CCRM, that all products supplied under these Terms are free from defects in design and workmanship and are in conform to the applicable documentation. If applicable, Seller will further assign to CCRM any implied or express warranty, indemnity or other right Seller may have in the products from all manufacturers, subcontractors and other suppliers of Seller.
No Partnership
The Terms are not intended to create any relationship of agency, partnership, joint venture or any other relationship other than that of independent contractor.
Use of Name
CCRM’s name and trade-marks may not be used in any promotional materials (including customer lists) or any other communications with any third party without CCRM’s prior written consent.
Confidentiality
Except as required by law, each party shall hold in confidence, and not disclose, divulge or otherwise make any confidential information of the other party available to any other person, firm, corporation or governmental body without the prior written consent of said party. The contents of this purchase order are CCRM confidential information.
Governing Law
The Terms shall be governed by and interpreted according to the laws in force in the Province of Ontario, Canada and the parties agree to attorn to the exclusive jurisdiction of the courts of the Province of Ontario, Canada.