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CN Purchase Order 1. Supplier’s Obligations 2. CN’s Obligations CN 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 presented in the currency set forth in the PO, subject to the terms and conditions of this Agreement. CN reserves the right to inspect the Goods and Services and reject them in part or completely if they do not meet the service levels and the specifications, and request a replacement, refund or credit at Supplier’s cost including transport, and to dispute or reject any associated invoice in part or completely. In no event will acceptance of the Goods and Services by CN be presumed or deemed, including without limitation due to any act of CN such as the payment of the invoice. Inspection and acceptance by CN does not relieve Supplier of its warranty obligations. 3. Financial Matters Supplier shall submit electronic invoices upon delivery of the Goods and Services. CN shall pay invoices forty (40) days from the date on the invoice, subject to acceptance. Supplier is required to accept payment electronically. If applicable, any discounts or rebates set out in the PO or for early payment shall be identified on the invoice, as well as any applicable Service Level Payments. CN reserves the right to audit such invoices against Supplier’s reports and to perform independent verification. All Prices shall be exclusive of all provincial, state or federal taxes. CN self-assesses taxes in most jurisdictions as it has exemption numbers for most Provinces. Where such exemptions apply, Supplier need not identify or charge CN taxes on the invoice, rather Supplier should list the exemption number. CN’s exemption numbers are posted at http://CNPlus.cn.ca. All other applicable taxes are to be set out separately on the invoice. CN may offset any amounts owed to Supplier against amounts owed by Supplier. Goods and Services shall be made available to CN FOB Plant unless otherwise specified in the PO or delivered in accordance with CN’s routing and shipping guide set out at http://CNPlus.cn.ca. 4. Effective Date, Term and Termination Supplier’s delivery of Goods and Services under the PO shall constitute acceptance of these Terms and Conditions, which are incorporated by reference in the PO. The Agreement shall be formed in Montreal as of the date set forth on the PO (“Effective Date”) and shall remain in full force and effect for the period set out in the PO (“Term”) unless terminated earlier as per the below. Either Party shall have the right to terminate this PO for default in the event that a Party does not perform a material obligation including without limitation meeting any service levels or specifications, and fails to correct such non-performance within fifteen (15) days from the date on the Notice of default. Supplier will return all physical or intellectual property and Confidential Information to CN and shall reasonably cooperate with CN 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. The bankruptcy or insolvency of either Party shall entitle the other to terminate this Agreement, to the extent permitted by law. 5. Representations and Warranties Supplier represents and warrants that: (i) it is duly organized or incorporated in the relevant jurisdictions and has full capacity to enter into this Agreement and perform its obligations hereunder; (ii) no hardware or software or other material used in the supply of the Goods and Services infringes any intellectual property rights or liens of any third party; (iii) Supplier holds all right, title and interest in the Goods and Services; and (iv) that it operates in compliance with all laws and regulations; and (v) this Agreement does not violate any other agreement binding on Supplier. Supplier represents and warrants that the Goods and Services (i) will perform in accordance with the service levels and/or specifications; (ii) are free from latent or manifest defects in materials, workmanship and design; and (iii) 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. 6. Liability and Indemnification Supplier shall indemnify and hold harmless CN from any losses, liens, damages, liability, and expenses (“Damages”) incurred by CN arising from Supplier’s breach of its obligations or warranties under this Agreement; any third party claims; or Supplier’s access to CN’s or CN’s affiliates’ premises. In the event that CN has incurred Damages, CN shall notify Supplier and Supplier shall indemnify CN for the Damages and hold harmless CN against any third party legal claims associated with the Damages. No third party claim may be settled without the consent of CN, which consent shall not be unreasonably withheld. 7. Insurance In the event that Supplier is supplying Goods or Services or accessing CN sites or CN`s affiliates sites, it shall maintain Comprehensive General Liability with an insurer acceptable to CN, in an amount (in the currency set forth in the PO) of no less than ten million dollars ($10,000,000) per occurrence, for damage to or destruction of property (including loss of use), including products and completed operations coverage and contractual liability, or a combined single limit of ten million dollars ($10,000,000) for bodily injury including death. If the supply of Goods and Services includes the provision, lease or hire of licensed vehicles on behalf of Supplier, or accessing CN sites by vehicle, Supplier shall have Automobile Liability insurance in an amount of no less than five million dollars ($5,000,000) per occurrence. Supplier shall provide Workers Compensation coverage (or its equivalent) for its personnel and subcontractors in accordance with the statutory limits in the relevant jurisdiction and reimburse CN for any claims that CN must pay for which Supplier is responsible. Supplier shall name CN as an additional insured and provide a certificate of insurance pursuant to which CN will be notified of any cancellation or material change to coverage. Any deductible or self-insurance shall be of a level acceptable to CN. Notwithstanding anything to the contrary in this Agreement, neither Party shall be liable for delay or non-performance caused by any of the following circumstances when beyond its control: acts of God, explosions, riots, extreme natural disasters, wars, sabotage or terrorism ("Force Majeure"). Should an event of Force Majeure make it impossible for a Party to perform its obligations hereunder, the affected Party shall try to reduce or mitigate the adverse impact of the event. The affected Party shall notify the other Party that it considers an event of Force Majeure has occurred. If the adverse impact cannot be eliminated completely, such non-performance shall be excused for the duration of the event of Force Majeure. If, however, the event of Force Majeure lasts more than fifteen (15) days from the original notification, this Agreement may be terminated in whole or in part by the non-affected Party.
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